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CMC Interim / Quarterly Report 2020

Dec 30, 2020

51979_rns_2020-12-30_eaa11347-3ca0-46be-add8-fd2eeb8e6996.pdf

Interim / Quarterly Report

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China Motor Corporation and Subsidiaries

Consolidated Financial Statements for the Three Months Ended March 31, 2020 and 2019 and Independent Auditors’ Review Report

INDEPENDENT AUDITORS’ REVIEW REPORT

The Board of Directors and Shareholders China Motor Corporation

Introduction

We have reviewed the accompanying consolidated balance sheets of China Motor Corporation and its subsidiaries (collectively, the “Group”) as of March 31, 2020 and 2019, the related consolidated statements of comprehensive income, the consolidated statements of changes in equity and cash flows for the three months then ended and the related notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as 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 Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope of Review

Except as explained in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

The financial statements of some non-significant subsidiaries included in the consolidated financial statements were not reviewed. As of March 31, 2020 and 2019, the combined total assets of these non-significant subsidiaries were NT$9,115,891 thousand and NT$13,005,878 thousand, respectively, representing 18% and 20% of the consolidated total assets, and the combined total liabilities of these non-significant subsidiaries were NT$3,002,479 thousand and NT$3,746,168 thousand, respectively, representing 42% and 45%, respectively, of the consolidated total liabilities; for the three months ended March 31, 2020 and 2019, the amounts of combined comprehensive loss of these non-significant subsidiaries were NT$(133,770) thousand and NT$(62,310) thousand, respectively, representing (45%) and (5%), respectively, of the consolidated total comprehensive income. As disclosed in Note 16 to the consolidated financial statements, as of March 31, 2020 and 2019, some investments accounted for using the equity method were NT$14,220,189 thousand and NT$17,960,969 thousand, respectively, and for the three months ended March 31, 2020 and 2019, the comprehensive income (loss) of these equity-method investments were NT$(158,899) thousand and NT$621,653 thousand, respectively, which were calculated on the basis of financial statements that have not been reviewed.

  • 1 -

Qualified Conclusion

Based on our reviews, except for the adjustments, if any, as might have been determined to be necessary had the financial statements of the aforementioned non-significant subsidiaries, the investments accounted for using the equity method and the relevant information disclosed been reviewed, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of March 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2020 and 2019 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

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

Deloitte & Touche Taipei, Taiwan Republic of China May 14, 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 review such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ review 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’ review report and consolidated financial statements shall prevail.

  • 2 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS

CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at amortized cost (Notes 9 and 10)
Financial assets for hedging (Note 11)
Notes and accounts receivable, net (Note 12)
Trade receivables from related parties (Note 30)
Other receivables
Inventories (Note 13)
Prepayments (Note 30)
Non-current assets held for sale (Note 15)
Other current assets (Note 31)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Notes 9 and 10)
Investments accounted for using the equity method (Note 16)
Property, plant and equipment (Notes 17, 30 and 31)
Right-of-use assets (Note 18)
Investment properties (Notes 19 and 31)
Intangible assets under development
Deferred tax assets
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 20 and 31)
Short-term bills payable
Notes and accounts payable
Trade payables to related parties (Note 30)
Other payables (Note 21)
Current tax liabilities (Note 4)
Lease liabilities (Note 18)
Current portion of long-term borrowings (Note 20)
Other current liabilities (Notes 7, 11 and 30)
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Note 20)
Deferred tax liabilities
Lease liabilities (Note 18)
Net defined benefit liabilities (Note 4)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 23)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translating the financial statements of foreign operations
Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive
income
Gain (loss) on 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
March 31, 2020
(Reviewed)
Amount
%
$ 5,864,674
12
326,421
1
158,948
-
790,262
2
764,716
2
1,645,843
3
68,528
-
3,883,462
8
1,208,771
2
148,023
-

908,181

2
15,767,829

32
680,987
1
189,524
-
611,846
1
23,142,152
47
6,616,317
13
417,521
1
1,363,290
3
464,056
1
215,834
1

103,302

-
33,804,829

68
$ 49,572,658
100
$ 575,000
1
289,937
-
1,780,895
4
512,805
1
1,651,452
3
350,888
1
87,694
-
12,500
-

357,573

1

5,618,744

11
37,500
-
477,161
1
337,786
1
617,339
1

19,631

-

1,489,417

3

7,108,161

14

5,536,203

11

6,414,142

13
9,257,157
19
1,028,469
2
17,908,252

36
28,193,878

57
(1,049,236)
(2)
(18,043)
-
(5,095)
-

(7,538)

-
(1,079,912)

(2)
39,064,311
79

3,400,186

7
42,464,497

86
$ 49,572,658
100
December 31, 2019
(Audited)
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
March 31, 2019
(Reviewed)














































































































































Amount
%
$ 14,609,946
22
622,875
1
122,023
-
583,674
1
1,144,497
2
1,939,618
3
102,121
-
3,723,730
6
1,261,275
2
148,023
-

561,240

1
24,819,022

38
739,051
1
234,375
-
835,954
1
29,628,884
45
6,529,775
10
529,419
1
1,376,380
2
301,220
1
296,127
1

160,982

-
40,632,167

62
$ 65,451,189
100
$ 640,000
1
116,982
-
2,507,751
4
762,235
1
2,154,626
3
217,264
1
97,440
-
-
-

399,761

1

6,896,059

11
-
-
334,358
-
434,519
1
734,372
1

17,694

-

1,520,943

2

8,417,002

13
13,840,508

21

6,400,831

10
8,897,857
13
1,046,596
2
23,250,082

35
33,194,535

50
(371,950)
-
243,024
-
4,752
-

(7,538)

-

(131,712)

-
53,304,162
81

3,730,025

6
57,034,187

87
$ 65,451,189
100

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

(With Deloitte & Touche review report dated May 14, 2020)

  • 3 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

OPERATING REVENUE (Notes 24 and 30)
Net sales

Other operating revenue

Total operating revenue

OPERATING COSTS (Notes 13, 22, 25 and 30)
Cost of goods sold
Other operating cost

Total operating costs

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 22, 25 and 30)
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 of associates and joint ventures
(Note 16)
Interest income
Other income
Net foreign exchange gain (loss)
Net gain (loss) on financial instruments at fair value
through profit or loss
Interest expense
Other expense

Total non-operating income and expenses
**For the Three Months ** **For the Three Months ** **Ended March 31 **
2020
Amount
%
$ 7,352,774
96

309,445

4


7,662,219
100

6,270,669
82

31,031

-


6,301,700
82

1,360,519
18

(35,153)
(1)


1,325,366
17

265,666
3
216,558
3

328,795

4


811,019
10


514,347

7

142,049
2
23,440
-
49,113
-
(8,296)
-
(4,017)
-
(5,118)
-

(10,645)

-


186,526

2
2019
































Amount
%
$ 8,287,852
95

438,607

5

8,726,459
100

7,070,129
81

33,897

1

7,104,026
82

1,622,433
18

(28,345)

-

1,594,088
18

415,252
5

248,171
3

368,613

4

1,032,036
12

562,052

6

367,823
4

39,198
1

10,332
-

33,548
-

11,086
-

(6,344)
-

(4,614)

-

451,029

5
(Continued)
  • 4 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Notes 4 and 26)

NET PROFIT FOR THE PERIOD

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gain (loss) on investment 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
(Notes 4 and 26)
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations (Note 23)
Share of the other comprehensive income (loss) of
associates and joint ventures accounted for
using the equity method (Notes 16 and 23)

Other comprehensive income (loss) for the
period, net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests

**For the Three Months ** **For the Three Months ** **Ended March 31 **
2020
Amount
%
$ 700,873
9

87,049

1


613,824

8

(17,520)
-
14,835
-
(231,412) (3)
(1,031)
-
(589)
-

(82,281)
(1)


(317,998)
(4)

$ 295,826

4

$ 608,965
8

4,859

-

$ 613,824

8
2019





















Amount
%
$ 1,013,081
11

189,705

2

823,376

9

5,991
-

288
-

144,894
2

194
-

22,550
-

303,243

4

477,160

6
$ 1,300,536
15
$ 760,519
8

62,857

1
$ 823,376

9

(Continued)

  • 5 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 27)

Basic

Diluted
**For the Three Months ** **For the Three Months ** **Ended March 31 **
2020
Amount
%
$ 318,518
4

(22,692)

-

$ 295,826

4

$ 1.12
$ 1.12
2019







Amount
%
$ 1,184,325
14

116,211

1
$ 1,300,536
15
$ 0.56
$ 0.56
$



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

(With Deloitte & Touche review report dated May 14, 2020)

(Concluded)

  • 6 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

BALANCE AT JANUARY 1, 2019
Effect of retrospective application

BALANCE AT JANUARY 1, 2019 AS ADJUSTED
Reversal of special reserve
Change from investments in associates and joint ventures
accounted for using the equity method
Net profit for the three months ended March 31, 2019
Other comprehensive income for the three months ended
March 31, 2019, net of income tax

Total comprehensive income for the three months ended
March 31, 2019

Disposals of the 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 MARCH 31, 2019

BALANCE AT JANUARY 1, 2020
Reversal of special reserve
Change from investments in associates and joint ventures
accounted for using the equity method
Net profit for the three months ended March 31, 2020
Other comprehensive income (loss) for the three months ended
March 31, 2020, net of income tax

Total comprehensive income (loss) for the three months ended
March 31, 2020

Disposals of the investments in equity instruments designated as
at fair value through other comprehensive income by
associates
Basic adjustment for gain on hedging instruments

BALANCE AT MARCH 31, 2020
Equity Attributable toOwners of theCorporation Equity Attributable toOwners of theCorporation Total
Non-controlling
Interests
$ 52,160,275
$ 3,613,814


(19,503)

-


52,140,772
3,613,814
-
-
(4,208 )
-
760,519
62,857

423,806

53,354


1,184,325

116,211

-
-
-
-

(16,727)

-

$ 53,304,162
$ 3,730,025

$ 38,742,061
$ 3,422,878

-
-
24
-
608,965
4,859

(290,447)

(27,551)


318,518

(22,692)

-
-

3,708

-

$ 39,064,311
$ 3,400,186
Total Equity
$ 55,774,089

(19,503)
55,754,586
-
(4,208 )
823,376

477,160

1,300,536
-
-

(16,727)
$ 57,034,187
$ 42,164,939
-
24
613,824

(317,998)

295,826
-

3,708
$ 42,464,497
Ordinary Shares
Shares (In
Thousands)
Amounts
Capital Surplus
1,384,051
$ 13,840,508
$ 6,403,633


-

-

-

1,384,051
13,840,508
6,403,633
-
-
-
-
-
(2,802 )
-
-
-

-

-

-


-

-

-

-
-
-
-
-
-

-

-

-


1,384,051
$ 13,840,508
$ 6,400,831

553,620
$ 5,536,203
$ 6,414,118

-
-
-
-
-
24
-
-
-

-

-

-


-

-

-

-
-
-

-

-

-


553,620
$ 5,536,203
$ 6,414,142
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 8,897,857
$ 1,046,967
$ 22,486,952


-

-

(19,503)

8,897,857
1,046,967
22,467,449
-
(371 )
371

-
-
(1,406 )
-
-
760,519

-

-

1,648


-

-

762,167

-
-
21,484
-
-
17

-

-

-

$ 8,897,857
$ 1,046,596
$ 23,250,082

$ 9,257,157
$ 1,029,654
$ 17,306,526

-
(1,185 )
1,185
-
-
-
-
-
608,965

-

-

527


-

-

609,492

-
-
(8,951 )

-

-

-

$ 9,257,157
$ 1,028,469
$ 17,908,252
Other Equity
Exchange
Differences on
Translating the
Financial
Unrealized
Valuation Gain
on Financial
Assets at Fair
Value
Equity Directly
Associated With
Statements of Through Other
Gain on
Non-current
Foreign
Operations
Comprehensive
Income
Hedging
Instruments
Assets Held for
Sale
$ (646,278 ) $ 117,177
$ 20,997
$ (7,538 )

-

-

-

-

(646,278 )
117,177
20,997
(7,538 )
-
-
-
-

-
-
-
-
-
-
-
-

274,328

147,348

482

-


274,328

147,348

482

-

-
(21,484 )
-
-
-
(17 )
-
-

-

-

(16,727)

-

$ (371,950)
$ 243,024
$ 4,752
$ (7,538)

$ (990,653 ) $ 216,562
$ (19,968 ) $ (7,538 )
-
-
-
-
-
-
-
-
-
-
-
-

(58,583)

(243,556)

11,165

-


(58,583)

(243,556)

11,165

-


-
8,951
-
-

-

-

3,708

-

$ (1,049,236)
$ (18,043)
$ (5,095)
$ (7,538)
Exchange
Differences on
Translating the
Financial
Unrealized
Valuation Gain
on Financial
Assets at Fair
Value
Statements of Through Other
Foreign
Operations
Comprehensive
Income
$ (646,278 ) $ 117,177


-

-

(646,278 )
117,177
-
-

-
-
-
-

274,328

147,348


274,328

147,348

-
(21,484 )
-
(17 )

-

-

$ (371,950)
$ 243,024

$ (990,653 ) $ 216,562

-
-
-
-
-
-

(58,583)

(243,556)


(58,583)

(243,556)


-
8,951

-

-

$ (1,049,236)
$ (18,043)








Shares (In
Thousands)
1,384,051


-

1,384,051
-
-
-

-


-

-
-

-


1,384,051

553,620

-
-
-

-


-

-

-


553,620












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

(With Deloitte & Touche review report dated May 14, 2020)

  • 7 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit losses recognized (reversed)
Net gain (loss) on fair value change of financial instruments at fair
value through profit or loss
Interest expenses
Interest income
Share of profit of associates and joint ventures
(Gain) loss on disposal of property, plant and equipment
Loss on disposal of investments
Gain on reversal of impairment loss of non-financial assets
Unrealized loss on transactions with associates
Net unrealized loss (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 (used in) operations
Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Disposal of financial assets at fair value through other comprehensive
income
Proceeds from refund of shares of financial assets at fair value through
other comprehensive income
Acquisition of financial assets at amortized cost
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **



2020
$ 700,873
183,790
31,104
(34,275)
4,017
5,118
(23,440)
(142,049)
(116)
10,332
(44,783)
35,153
7,528
14,960
428,271
(188,726)
(33,649)
783,008
351,033
(63,282)
(921,109)
(470,727)
(773,262)
18,425

(118,061)

(239,867)

(32,718)


(272,585)

-
404
(482,962)
2019
$ 1,013,081

292,050

28,342

1,806

(11,086)

6,344

(39,198)

(367,823)

513

540

(43,729)

28,345

(31,283)

(48,935)

32,946

14,290

27,034

393,305

(101,913)

39,544

(197,687)

(181,718)

(569,275)

101,863

(175,956)

211,400

(6,875)

204,525

17

-

(170,421)
(Continued)
  • 8 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

Proceeds from repayment of principal of financial assets at amortized
cost

Proceeds from disposal 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
Decrease in other non-current assets
Interest received
Dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in short-term bills payable
Repayment of the principal portion of lease liabilities
Decrease in other non-current liabilities
Interest paid

Net cash generated from (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
PERIOD

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **







2020
$ 531,851
-
(355,923)
1,307
-
4,773
20,422

294,697


14,569

(40,000)
105,998
(22,813)
(2,534)

(5,100)


35,551


(5,769)

(228,234)

6,880,490

$ 6,652,256
2019
$ 153,246

209,299

(402,808)

7,379

(9,360)

4,434

41,442

-

(166,772)

(5,000)

23,010

(23,592)

(13,569)

(6,319)

(25,470)

8,574

20,857

15,172,763
$ 15,193,620

Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets at March 31, 2020 and 2019:

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
**March ** **31 **


2020
$ 5,864,674

787,582

$ 6,652,256
2019
$ 14,609,946

583,674
$ 15,193,620

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

(With Deloitte & Touche review report dated May 14, 2020)

(Concluded)

  • 9 -

CHINA MOTOR CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)

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 May 14, 2020.

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

  • a. Initial application of the amendments to 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) did not have material impact on the Group’s accounting policies.

  • b. New IFRSs in 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

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 issued, the Group is continuously assessing the possible impact that the application of 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.

  • 10 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial statements.

  • 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 the asset or liability.

  • c. Basis of consolidation

  • 1) Principles for preparing consolidated financial statements

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

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective 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.

  • 11 -

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 of 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 of production
and service industries
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 of production
and service industries
Brilliant Insight International Consultancy
Service Co., Ltd. (“Brilliant Insight
International”)
Consulting and service
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 of production
and service industries
Fujian Rui Hua Consulting Co., Ltd.
(“Fujian Rui Hua”)
Consulting and services
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
March 31,
2020
December 31,
2019
March 31,
2019
Note
43.87
43.87
43.87
a)
100.00
100.00
100.00
52.10
52.10
52.10
100.00
100.00
100.00
100.00
100.00
100.00
-
-
72.81
d)
100.00
100.00
100.00
100.00
100.00
100.00
49.76
49.76
49.76
b)
43.87
43.87
43.87
a)
52.10
52.10
52.10
52.10
52.10
52.10
100.00
100.00
100.00
100.00
100.00
100.00
-
-
72.81
d)
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
42.30
42.30
42.30
b)
49.76
49.76
49.76
b)
43.87
43.87
43.87
a)
100.00
100.00
100.00
100.00
100.00
100.00
-
-
72.81
d)
100.00
100.00
100.00
-
-
72.81
d)
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
100.00
c)
100.00
100.00
100.00
c)
100.00
100.00
100.00
100.00
100.00
100.00
-
-
100.00
c)
100.00
100.00
100.00
c)
  • 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. Owning 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.

  • 12 -

  • b) The Group held 49.76% equity interest 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) On November 2018, Sichuan Huafeng Hanwei, Sichuan Lingwei, Guangzhou Huayou Motor Maintenance and Guangzhou Huayou Motor Sales resolved to dissolve their respective companies. As of March 31, 2020, except for the annulment of Sichuan Huafeng Hanwei and Sichuan Lingwei which was completed in February 2020 and July 2019, respectively, the remaining companies have not completed their liquidation procedures.

  • 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 the control of Gatetech Technology was passed to the acquirer.

For the relationship between the Corporation and its controlled entities as of March 31, 2020, refer to Table 10.

All the subsidiaries listed above are non-significant subsidiaries. Except for Kian Shen, their financial statements have not been reviewed.

  • d. Other significant accounting policies

Except for the following, please refer to the consolidated financial statements for the year ended December 31, 2019.

1) Employee benefits

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.

  • 2) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period’s pre-tax income the tax rate that would be applicable to expected total annual earnings.

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 Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of revisions and future periods if the revisions affect both current and future periods.

  • 13 -

6. CASH AND CASH EQUIVALENTS

7. Cash
Cash on hand

Checking accounts and demand deposits


Cash equivalents
Time deposits
Repurchase agreements collateralized by bonds


FINANCIAL INSTRUMENTS AT FAIR VALUE
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 shares

Financial liabilities (included in other current
liabilities)
Financial liabilities held for trading
Derivative financial liabilities (not under hedge
accounting)
Foreign exchange forward contracts
March 31,
2020
December 31,
2019
$ 2,716 $ 2,093

1,941,743

1,979,620


1,944,459

1,981,713

3,917,215
3,760,875

3,000

-


3,920,215

3,760,875

$ 5,864,674
$ 5,742,588

THROUGH PROFIT OR LOSS
March 31,
2020
December 31,
2019
$ 323,837
$ 339,427


2,584

304

$ 326,421
$ 339,731

$ 680,987
$ 686,413

$ 2,724
$ 2,483
March 31,
2019
$ 3,892

2,663,372

2,667,264

8,853,675

3,089,007

11,942,682
$ 14,609,946
March 31,
2019
$ 622,313
562
$ 622,875
$ 739,051
$ -




  • 14 -

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

March 31, 2020

Notional Amount
Transaction Currency Maturity Date (In Thousands)
Buy USD/NTD 2020.04.08-2020.06.05 USD7,500/$223,066
JPY/NTD 2020.08.27-2020.09.25 JPY300,000/$82,570
Sell RMB/USD 2020.04.07-2020.04.27 RMB31,344/USD4,500
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/USD2,000
March 31, 2019
Notional Amount
Transaction Currency Maturity Date (In Thousands)
Buy USD/NTD 2019.04.10-2019.05.20 USD5,000/$153,388

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

March 31,
2020
December 31,
2019
$ 18,586
$ 29,083


24,989

25,395

43,575
54,478

145,949

152,864

$ 189,524
$ 207,342
March 31,
2019
$ 21,669
23,221
44,890
189,485
$ 234,375

These investments in equity instruments 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.

  • 15 -

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

March 31,
2020
December 31,
2019
$ 159,635
$ 8,610


(687)

(54)

$ 158,948
$ 8,556

$ 605,310
$ 801,389


9,900

9,900

615,210
811,289

(3,364)

(34,816)

$ 611,846
$ 776,473
March 31,
2019
$ 122,787
(764)
$ 122,023
$ 831,273
9,900
841,173
(5,219)
$ 835,954
  • a. The coupon rates of principal guaranteed notes were ranged from 1.60%-2.85%, 3.00% and 3.03%-3.05% per annum as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

  • b. The coupon rates of bonds were ranged from 0.86%-4.30%, 0.86%-4.34% and 0.86%-4.80% per annum as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

  • c. The coupon rate of preference shares was 1.50% per annum as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

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

10. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUMENTS

Investments in debt instruments were classified as at amortized cost.

Gross carrying amount

Less: Allowance for impairment loss

Amortized cost
March 31,
2020
December 31,
2019
$ 774,845
$ 819,899


(4,051)

(34,870)

$ 770,794
$ 785,029
March 31,
2019
$ 963,960
(5,983)
$ 957,977

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 exposure and the 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.

  • 16 -

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

Credit Rating
Performing

No rating
Description
The counterparty has a low risk of default and a
strong capacity to meet contractual cash flows

The preference shares and bonds do not have
credit rating
Basis for Recognizing Expected
Credit Losses (ECLs)
12-month ECLs
Lifetime ECLs - not credit-impaired

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

March 31, 2020

Credit Rating
Expected Credit Loss Rate
Performing
0.0700%-0.4300%
No rating
20.6080%
December 31, 2019
Credit Rating
Expected Credit Loss Rate
Performing
0.0769%-0.6221%
No rating
20.6080%
March 31, 2019
Credit Rating
Expected Credit Loss Rate
Performing
0.0769%-0.6221%
No rating
32.4908%
Gross Carrying
Amount
At Amortized Cost
$ 764,945
9,900
Gross Carrying
Amount
At Amortized Cost
$ 659,999
159,900
Gross Carrying
Amount
At Amortized Cost
$ 954,060
9,900
  • 17 -

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

Balance at January 1, 2020
Financial assets purchased (a)
Derecognition (b)
Change in exchange rates or others
Balance atMarch31, 2020
Balance at January 1, 2019
Financial assets purchased (a)
Derecognition (b)
Change in exchange rates or others
Balance atMarch31, 2019
Credit Rating
Performing
(12-month
ECLs)
No rating
(Lifetime
ECLs - Not
Credit-
impaired)
$ 1,918
$ 32,952
2,077
-
(1,500)
(30,912)

(484)

-
$ 2,011
$ 2,040
$ 2,650
$ 3,216
1,060
-
(953)
-

10

-
$ 2,767
$ 3,216
  • a. During the three months ended March 31, 2020 and 2019, the Group purchased principal guaranteed notes of $482,962 thousand and $170,421 thousand, respectively, and correspondingly increased the loss allowance for investments rated as performing of $2,077 thousand and $1,060 thousand, respectively.

  • b. Investments in principal guaranteed notes of $332,151 thousand and bonds of $199,700 thousand were expired and redeemed during the three months ended March 31, 2020, with consequential reduction in the loss allowance for investments rated as performing of $1,500 thousand and lifetime ECLs of $30,912 thousand; and investments in principle guaranteed notes of $153,246 thousand were expired and redeemed during the three months ended March 31, 2019, with consequential reduction in the loss allowance for investments rated as performing of $953 thousand.

11. FINANCIAL INSTRUMENTS FOR HEDGING

Financial assets
Cash flow hedge - spot rate

Cash flow hedge - foreign exchange forward
contracts


Financial liabilities (included in
other current liabilities)
Cash flow hedge - foreign exchange forward
contracts
March 31,
2020
December 31,
2019
$ 787,582
$1,137,902


2,680

440

$ 790,262
$1,138,342

$ 5,148
$ 6,884
March 31,
2019
$ 583,674
-
$ 583,674
$ -
  • 18 -

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.

Hedging instruments at fair value and transferred to initial carrying amount of hedged items during the three months ended March 31, 2020 and 2019, are detailed in Note 23(e).

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

March 31, 2020

Notional Amount
Forward Rate
Hedging Instruments
Currency
(In Thousands)
Maturity
(Note)
Line Item
Cash flow hedge
Forecast purchases -
spot rate
JPY/NTD
JPY2,824,900/NTD790,025
2020.04.14-
2020.12.15
0.2758-0.2828
Financial assets
for hedging

Forecast purchases -
foreign exchange
forward contracts
JPY/NTD
JPY500,000/NTD136,990
2020.05.18-
2020.07.16
0.2729-0.2757
Financial assets
for hedging
Forecast purchases -
foreign exchange
forward contracts
USD/NTD USD5,000/NTD149,014
2020.04.20-
2020.05.18
29.7680-29.8550
(USD:NTD)
Financial assets
for hedging
Forecast purchases -
foreign exchange
forward contracts
RMB/USD RMB41,821/USD6,000
2020.04.07-
2020.05.18
6.9490-7.0010
(USD:RMB)
Other current
liabilities
Forecast purchases -
foreign exchange
forward contracts
JPY/NTD
JPY640,000/NTD177,694
2020.07.16-
2020.11.16
0.2752-0.2799
Other current
liabilities

Carrying A mount

Liabilities
I
$ -

-
-
(3,399 )

(1,749)

$ (5,148)
Change in
Value Used for
Calculating
Hedge
neffectiveness
$ 280
1,026
1,118

(2,719 )

(1,399)
$ (1,694)


Asset
$ 787,582

1,282
1,398
-

-

$ 790,262

Note: JPY1:NTD, unless stated otherwise.

Accumulated
Gains or Losses
Change in on Hedging
Value Used for Instruments in
Calculating Other Equity
Hedge Continuing
Hedged Items Ineffectiveness
Hedges
Cash flow hedge
Forecast purchases $ 1,694 $ (1,694)
  • 19 -

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
I
$ -

(6333 )
(551 )

-

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

352
$ (19,206)


Asset
$ 1,137,902

-
-

440

$ 1,138,342

Note: JPY1:NTD, unless stated otherwise.

Accumulated
Gains or Losses
Change in on Hedging
Value Used for Instruments in
Calculating Other Equity
Hedge Continuing
Hedged Items Ineffectiveness
Hedges
Cash flow hedges
Forecast purchases $ 19,206 $ (19,206)

March 31, 2019

Change in Value Used for
Notional Amount Forward Rate Carrying Amount Calculating Hedge
Hedging Instruments Currency (In Thousands) Maturity (JPY1:NTD) Line Item Asset Ineffectiveness
Cash flow hedge
Forecast purchases - JPY/NTD
JPY2,097,283/NTD575,097 2019.5.13- 0.2680-0.2806 Financial assets $583,674 $4,752
spot rate 2020.1.14 for hedging
Accumulated
Gains or Losses
Change in on Hedging
Value Used for Instruments in
Calculating Other Equity
Hedge Continuing
Hedged Items Ineffectiveness
Hedges
Cash flow hedge
Forecast purchases $ (4,752) $ 4,752
For the three months ended March 31, 2020
Hedging Gains
Recognized in
Comprehensive Income OCI
Cash flow hedge
Forecast purchases $ 14,835
  • 20 -

For the three months ended March 31, 2019

Hedging Gains Recognized in OCI

Comprehensive Income OCI
Cash flow hedge
Forecast purchases $
288

The Group had signed component purchasing contracts with the suppliers in Japan and mainland 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

March 31,
2020
December 31,
2019
$ 777,544
$ 1,206,811


(12,828)

(16,348)

$ 764,716
$ 1,190,463
March 31,
2019
$ 1,166,048

(21,551)
$ 1,144,497

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:

Not past due

Less than 60 days
61 to 90 days
Over 91 days

Gross carrying amount
Loss allowance (Lifetime ECLs)

Amortized cost
March 31,
2020
December 31,
2019
$ 727,783
$ 1,154,739

1,585
23,190
539
1,233

47,637

27,649

777,544
1,206,811

(12,828)

(16,348)

$ 764,716
$ 1,190,463
March 31,
2019
$ 1,034,057
39,408
50,598

41,985
1,166,048

(21,551)
$ 1,144,497
  • 21 -

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

Balance at January 1
Add: Net remeasurement of loss allowance
Less: Net remeasurement of loss allowance
Foreign exchange gains and losses
Balance at March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
$ 16,348

-
(3,456)

(64)

$ 12,828
2019
$ 19,771
1,689
-

91
$ 21,551

13. INVENTORIES

Merchandise

Finished goods
Work in progress
Raw materials
Materials in transit

March 31,
2020
December 31,
2019
$ 245,154
$ 121,436

394,088
1,975,823
413,902
317,658
2,531,948
2,038,601

298,370

164,143

$ 3,883,462
$ 4,617,661
March 31,
2019
$ 238,094
881,098
460,449
1,700,846

443,243
$ 3,723,730

The costs of inventories recognized as cost of goods sold for the three months ended March 31, 2020 and 2019 were $6,270,669 thousand and $7,070,129 thousand, respectively.

14. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

The Group had a 43.87% interest in Kian Shen as of March 31, 2020, December 31, 2019 and March 31, 2019. The remaining 56.13% interest in Kian Shen is dispersed and held by shareholders unrelated to the Group.

Refer to Table 6 for the information on 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
March 31,
2020
December 31,
2019


$ 925,751
$ 1,041,592

3,981,308
3,998,786
(519,260)
(592,399)

(312,999)

(339,243)

$ 4,074,800
$ 4,108,736
March 31,
2019
$ 931,862
4,299,332

(720,240)

(197,811)
$ 4,313,143
(Continued)
  • 22 -

Equity attributable to:
Owners of Kian Shen

Non-controlling interests of Kian Shen


Revenue
Profit for the period
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period
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 inflow (outflow) from:
Operating activities
Investing activities
Financing activities
Foreign exchange adjustments
Net cash inflow
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
March 31,
2020

$ 1,787,615


2,287,185

$ 4,074,800














March 31,
2020

$ 148,023

$ (7,538)
December 31,
2019
March 31,
2019


$ 1,802,502
$ 1,892,176

2,306,234

2,420,967
$ 4,108,736
$ 4,313,143
(Concluded)
For the Three Months Ended
March 31
December 31,
2019
March 31,
2019


$ 1,802,502
$ 1,892,176

2,306,234

2,420,967
$ 4,108,736
$ 4,313,143
(Concluded)
For the Three Months Ended
March 31


2020
$ 207,671

$ 15,148


(49,084)

$ (33,936)

$ 6,645


8,503

$ 15,148

$ (14,888)


(19,048)

$ (33,936)

$ (68,272)

146,358
19,682

1,211

$ 98,979

December 31,
2019


$ 148,023

$ (7,538)
2019
$ 352,327
$ 104,951

95,054
$ 200,005
$ 46,042

58,909
$ 104,951
$ 87,742

112,263
$ 200,005
$ (100,346)
108,091
23,000

148
$ 30,893
March 31,
2019
$ 148,023
$ (7,538)

15. NON-CURRENT ASSETS HELD FOR SALE

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. As of the report date, RMB$23,000 thousand had been received.

  • 23 -

16. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates

Investments in joint ventures


a. Investments in associates
Material associates
Yulon

Associates that are not individually material

March 31,
2020
$ 15,480,539

7,661,613

$ 23,142,152

March 31,
2020
$ 7,081,037

8,399,502

$ 15,480,539
December 31,
2019
$ 15,586,288

7,762,637

$ 23,348,925

December 31,
2019
$ 7,110,438

8,475,850

$ 15,586,288
March 31,
2019
$ 21,196,858

8,432,026

$ 29,628,884

March 31,
2019
$ 11,667,915

9,528,943

$ 21,196,858

1) Material associates

The Group held 16.80% interest in Yulon on March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

The Group exercises significant influence over Yulon and applies the equity method of accounting because the Group had a representation on the board of Yulon even though the Group holds less than 20% of interest in Yulon.

Refer to Table 6 for the nature of activities, principal place of businesses and countries of incorporation of the associates.

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

Name of Associate
Yulon
March 31,
2020
December 31,
2019
$ 3,854,754
$ 5,126,561
March 31,
2019
$ 5,100,338

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 three months ended March 31, 2019 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.

  • 24 -

Yulon and subsidiaries

Current assets

Non-current assets
Current liabilities

Non-current liabilities

Equity
Equity attributable to predecessors’
interests under common control
Non-controlling interests


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

Cross-shareholding
Unrealized gain on sidestream
transactions

Carrying amount

Operating revenue
Net profit for the period
Other comprehensive income (loss)
Total comprehensive income for the period
March 31,
2020
$ 229,623,407
81,081,046
(227,773,310)
(25,577,387)

57,353,756
-
(11,564,484)

$ 45,789,272

16.80%
$ 7,692,598
(611,561)

-

$ 7,081,037
















December 31,
2019
March 31,
2019
(Restated)
$ 231,944,241 $ 226,924,102

81,947,302 103,111,978
(230,603,249) (213,341,940)
(26,207,143)
(30,997,009)

57,081,151
85,697,131

-
(558,263)
(11,244,743)
(12,391,432)
$ 45,836,408
$ 72,747,436

16.80%
16.80%
$ 7,700,516 $ 12,221,569

(590,078)
(556,939)

-

3,285
$ 7,110,438
$ 11,667,915
For the Three Months Ended
March 31
December 31,
2019
March 31,
2019
(Restated)
$ 231,944,241 $ 226,924,102

81,947,302 103,111,978
(230,603,249) (213,341,940)
(26,207,143)
(30,997,009)

57,081,151
85,697,131

-
(558,263)
(11,244,743)
(12,391,432)
$ 45,836,408
$ 72,747,436

16.80%
16.80%
$ 7,700,516 $ 12,221,569

(590,078)
(556,939)

-

3,285
$ 7,110,438
$ 11,667,915
For the Three Months Ended
March 31



2020
$ 17,572,356

$ 547,251

(273,067)

$ 274,184
2019
(Restated)
$ 20,113,330
$ 719,338

877,346
$ 1,596,684

2) Aggregate information of associates that are not individually material

The Group’s share of:
Net profit for the period

Other comprehensive income (loss)

Total comprehensive income (loss) for the period

All the associates are accounted for using the equity method.
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
$ 148,612

(189,807)

$ (41,195)
2019
$ 198,362

86,488
$ 284,850
  • 25 -

In January 2019, the Group disposed of 20.01% interest in Sin Jang to Sin Gan and recognized a gain on disposal of investment amounting to $1,322 thousand (calculated as the disposal price of $103,475 thousand less the carrying amount of the disposed equity investments of $102,206 thousand and exchange differences on translating the financial statements of foreign operations of $53 thousand).

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

Except for Yulon, the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were based on the associate’s financial statements that have not been reviewed.

b. Investments in joint ventures

Joint ventures that are not individually
material
March 31,
2020
December 31,
2019
$ 7,661,613
$ 7,762,637
March 31,
2019
$ 8,432,026

Aggregate information of joint ventures that are not individually material:

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

Other comprehensive income (loss)

Total comprehensive income (loss) for the period
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **


2020
$ (30,116)

(70,908)

$ (101,024)
2019
$ 137,637

199,166
$ 336,803

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

Except for Guangzhou NTN-Yulon Drivertrain Co., Ltd., the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were based on the associate’s financial statements that have not been reviewed for the three months ended March, 31, 2020.

  • 26 -

17. PROPERTY, PLANT AND EQUIPMENT

Assets used by the Group
Land

Land improvement
Buildings
Machinery
Other equipment
Construction in progress

March 31,
2020
December 31,
2019
$ 1,974,774
$ 1,974,774

12,963
13,446
847,372
861,847
2,572,772
2,263,515
412,533
408,332

795,903

897,340

$ 6,616,317
$ 6,419,254
March 31,
2019
$ 2,127,397
14,449
1,002,397
1,979,329
414,283

991,920
$ 6,529,775

Except for the depreciation recognized and the cost of acquisition of property, plant and equipment for increasing productivity, which totaled $355,923 thousand and $402,808 thousand during the three months ended March 31, 2020 and 2019, respectively, the Group had no other significant disposal or impairment loss of property, plant and equipment.

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 31.

18. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amounts
Land

Buildings
Other equipment

March 31,
2020
December 31,
2019
$ 74,851
$ 82,312

334,945
352,877

7,725

7,732

$ 417,521
$ 442,921
March 31,
2019
$ 100,779
418,079

10,561
$ 529,419
  • 27 -
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Other equipment
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2020
$ 2,148

$ 7,462

16,052

1,713

$ 25,227
2019
$ 12,512
$ 7,468
17,077

1,581
$ 26,126

Except for the aforementioned addition and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the three months ended March 31, 2020 and 2019.

b. Lease liabilities

Carrying amounts
Current

Non-current
March 31,
2020
December 31,
2019

$ 87,694
$ 88,697

$ 337,786
$ 359,836
March 31,
2019
$ 97,440
$ 434,519

Range of discount rate for lease liabilities was as follows:

March 31, December 31, March 31,
2020 2019 2019
Land 1.20%-1.94% 1.20%-1.94% 1.20%-1.94%
Buildings 1.20%-4.35% 1.20%-4.35% 1.20%-4.35%
Other equipment 0.98%-1.37% 0.98%-1.37% 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

Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
$ 3,637

$ 250

$ 29,414
2019
$ 6,026
$ 585
$ 33,590

The Group leases certain equipment which qualifies 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.

  • 28 -

19. INVESTMENT PROPERTIES

Investment properties
March 31,
2020
December 31,
2019
$ 1,363,290
$ 1,366,049
March 31,
2019
$ 1,376,380

Except for depreciation recognized, the Group did not have significant addition, disposal, or impairment of investment properties during the three months ended March 31, 2020 and 2019.

The investment properties held by the Group were depreciated over their estimated 10 to 60 years 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. The management of the Group had assessed and determined that there were no significant changes in the fair values as of March 31, 2020 and 2019, as compared to that as of December 31, 2019 and 2018.

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 31.

20. BORROWINGS

  • a. Short-term borrowings
Line of credit borrowings

Bank loans

March 31,
2020
December 31,
2019
$ 475,000
$ 615,000


100,000

-

$ 575,000
$ 615,000
March 31,
2019
$ 340,000

300,000
$ 640,000
  • 1) The range of interest rates on credit borrowings were 0.95%-1.10%, 0.95%-1.00% and 0.95%-0.98%. per annum as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

  • 2) The interest rates on bank loans were 1.20% and 1.18% per annum as of March 31, 2020 and 2019, respectively.

  • b. Long-term borrowings

March 31, December 31, March 31, March 31,
2020 2019 2019
Unsecured borrowings
Line of credit borrowings $ 50,000 $ 50,000 $
-
Less: Current portions (12,500)
(6,250)
-
Long-term borrowings $ 37,500 $ 43,750 $
-
  • 29 -

The aforementioned long-term borrowings are repayable in installments at varying amounts before July 15, 2022. The Group had signed medium-term loan contracts with banks with non-revolving credit facilities. As of March 31, 2020 and December 31, 2019, the annual interest rates were 0.725% and 0.975%, respectively.

21. OTHER PAYABLES

Payable for salaries or bonus

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

March 31,
2020
December 31,
2019
$ 488,849
$ 988,243

209,764
222,322
200,590
208,694
85,543
137,121
16,044
126,738

650,662

743,572

$ 1,651,452
$ 2,426,690
March 31,
2019
$ 597,167
319,870
246,098
94,662
207,780

689,049
$ 2,154,626

22. RETIREMENT BENEFIT PLANS

For the three months ended March 31, 2020 and 2019, the pension expenses of defined benefit plans were $9,588 thousand and $14,427 thousand, respectively, and these were calculated based on the pension cost rate determined by the actuarial calculation on December 31, 2019 and 2018, respectively.

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 and fully paid
March 31,
2020

1,800,000

$ 18,000,000


553,620

$ 5,536,203
December 31,
2019

1,800,000

$ 18,000,000


553,620

$ 5,536,203
March 31,
2019

1,800,000

$ 18,000,000


1,384,051

$ 13,840,508

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

  • 30 -

2) Capital reduction

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

March 31,
2020
December 31,
2019
$ 5,183,923
$ 5,183,923

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

38,408

38,384

$ 6,414,142
$ 6,414,118
March 31,
2019
$ 5,183,923
1,184,920
4,666
2,225

25,097
$ 6,400,831
  • 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 the equity method.

c. Retained earnings and dividend policy

Under the dividend policy as set forth in the Articles, where the Corporation made 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.

  • 31 -

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

The appropriations of earnings for 2018 had approved in the shareholders’ meetings in June 2019. The appropriations and dividends per share were as follows:

For the Years For the Years
Ended
December 31,
2018
Legal reserve $ 359,300
Cash dividends $ 2,352,886
Cash dividends per share (NT$) $ 1.7

The appropriations of earnings for 2019 are subject to the resolution in the shareholders’ meeting to be held in June 2020.

Information on the appropriation of earnings proposed by the Corporation’s board of directors and approved in the shareholders’ meetings is available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • d. Special reserves
Balance at January 1

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

Balance at March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
$ 1,029,654

(1,185)
-

$ 1,028,469
2019
$ 1,046,967

(366)

(5)
$ 1,046,596
  • 32 -

e. Other equity items

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

Recognized for the period
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 the equity
method
Disposal of foreign operations

Other comprehensive income (loss) recognized for the period
Balance at March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2020
$ (990,653)

(8,876)
(60,039)
-
10,332

(58,583)

$ (1,049,236)
2019
$ (646,278)

20,145

252,410
1,773

-

274,328
$ (371,950)

2) Unrealized valuation gain on financial assets at FVTOCI

Balance at January 1

Recognized for the period
Unrealized gain - equity instruments
Share from associates accounted for using the equity
method

Other comprehensive gain (loss) recognized for the period

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

Balance at March 31
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **




2020
$ 216,562

(14,256)
(229,300)

(243,556)

8,951
-

$ (18,043)
2019
$ 117,177
4,102

143,246

147,348
(21,484)

(17)
$ 243,024
  • 33 -

3) Cash flow hedges

Balance at January 1
Recognized for the period
Gain on changes in the fair value of hedging instruments
Foreign currency risk - spot rate
Foreign currency risk - foreign exchange forward
contracts
Unrealized loss from cash flow hedges for using the
equity method
Other comprehensive income recognized for the period
Transferred to initial carrying amount of hedged items
Balance at March 31
f. Non-controlling interests
Balance at January 1

Attributable to non-controlling interests:
Share of profit for the period

Other comprehensive income (loss) recognized for the period
Unrealized gain (loss) on financial assets at FVTOCI
Exchange differences on translating the financial statements of
foreign operations
Share from associates and joint ventures accounted for using
the equity method

Other comprehensive income (loss) recognized for the period
Balance at March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020
2019
$ (19,968)
$ 20,997
10,623
482
3,181
-

(2,639)

-

11,165

482

3,708
(16,727)
$ (5,095)
$ 4,752
For the Three Months Ended
March 31




2020
$ 3,422,878

4,859

(3,264)
(2,045)
(22,242)

(27,551)

$ 3,400,186
2019
$ 3,613,814

62,857

1,889

2,405

49,060

53,354
$ 3,730,025

24. REVENUE

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

Revenue from sale of components

Service revenue
Rental income
Other revenue

For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **



2020
$ 6,189,210

1,163,564

7,352,774
272,850
22,647
13,948

$ 7,662,219
2019
$ 6,858,256

1,429,596
8,287,852
405,529
16,836

16,242
$ 8,726,459
  • 34 -

25. NET PROFIT

Net profit concludes as follow:

  • a. Depreciation and amortization
For the Three Months Ended
March 31
2020
2019
An analysis of depreciation by function
Operating costs
$ 125,546
$ 230,831
Operating expenses

58,244

61,219
$ 183,790
$ 292,050
An analysis of amortization by function
Operating costs
$ 1,368
$ 1,953
Operating expenses

9,432

14,086
$ 10,800
$ 16,039
An analysis of amortization in intangible assets by function
Research and development expenses
$ 20,304
$ 12,303
b. Rental income and operating expenses directly related to investment properties
For the Three Months Ended
March 31
2020
2019
Rental income from investment properties
$ 17,399
$ 16,511
Direct operating expenses from investment properties that
generated rental income
$ 3,736
$ 4,942
c. Employee benefits expense
For the Three Months Ended
March 31
2020
2019
Post-employment benefits
Defined contribution plans
$ 19,113
$ 22,057
Defined benefit plans

9,588

14,427
28,701
36,484
Short-term benefits

790,078

908,619
$ 818,779
$ 945,103
An analysis of employee benefits expenses by function
Operating costs
$ 404,877
$ 506,782
Operating expenses

413,902

438,321
$ 818,779
$ 945,103
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020
2019
$ 17,399
$ 16,511
$ 3,736
$ 4,942
For the Three Months Ended
March 31






2020
$ 19,113

9,588

28,701
790,078

$ 818,779

$ 404,877

413,902

$ 818,779
2019
$ 22,057

14,427
36,484

908,619
$ 945,103
$ 506,782

438,321
$ 945,103
  • 35 -

  • 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 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. For the three months ended March 31, 2020 and 2019, the employees’ compensation and remuneration of directors are as follows:

Amount

Employees’ compensation
Remuneration of directors
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **

2020
$ 1,640

$ 3,526
2019
$ 5,109
$ 4,717

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.

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:

Employees’ compensation
Remuneration of directors
For the Years
Ended
December 31,
2018
For the Years
Ended
December 31,
2018

Cash
$ 33,511
$ 19,746

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.

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.

  • 36 -

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 period

Adjustments for the prior periods


Deferred tax
In respect of the current period

Income tax expense recognized in profit or loss
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31




2020
$ 69,504

(15,351)

54,153

32,896

$ 87,049
2019
$ 103,387
(1,693)
101,694
88,011
$ 189,705

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. When calculating the tax on unappropriated earnings, the Group only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

  • b. Income tax recognized in other comprehensive income
Deferred tax
In respect of the current period
Cash flow hedges
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020
$ (1,031)
2019
$ 194

c. Income tax assessments

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

27. EARNINGS PER SHARE

Unit: NT$ Per Share

Basic earnings per share
Diluted earnings per share
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020
$ 1.12
$ 1.12
2019
$ 0.56
$ 0.56
  • 37 -

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

Net Profit for the Period

For the Three Months Ended
March 31
2020
2019
Profit of the Corporation
$ 608,965
$ 760,519
Weighted Average Number of Ordinary Shares Outstanding (In Thousands of Shares)
For the Three Months Ended
March 31
2020
2019
Weighted average number of ordinary shares used in the
computation of basic earnings per share
Weighted average number of ordinary shares
553,620
1,384,051
Adjustment for associates holding shares

(8,239)

(20,599)
545,381
1,363,452
Effect of potentially dilutive ordinary shares
Employees’ compensation

66

1,564
Weight average number of ordinary shares used in the computation
of diluted earnings per share

545,447
1,365,016
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **


2020
553,620

(8,239)

545,381

66

545,447
2019
1,384,051

(20,599)
1,363,452

1,564
1,365,016

When calculating earnings per share (EPS), the Group considers the shares held by associates as treasury shares to reduce the number of shares outstanding.

If the Group offered to settle compensation paid to employees in cash or shares, the Group assumed that 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.

28. 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.

29. 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.

  • 38 -

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

  • 1) Fair value hierarchy

March 31, 2020
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


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)
Level 1
$ 323,837

-

-

$ 323,837

$ 18,586

-

-

$ 18,586

$ 787,582

-

$ 787,582

$ -

$ -
Level 2
$ -

-

-

$ -

$ -

-

-

$ -

$ -

-

$ -

$ -

$ -
Level 3
$ -

680,987

2,584

$ 683,571

$ -

24,989

145,949

$ 170,938

$ -

2,680

$ 2,680

$ 2,724

$ 5,148
Total
$ 323,837

680,987

2,584
$ 1,007,408
$ 18,586

24,989

145,949
$ 189,524
$ 787,582

2,680
$ 790,262
$ 2,724
$ 5,148
  • 39 -

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


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)
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

$ 2,483

$ 6,884
Total
$ 339,427

686,413

304
$ 1,026,144
$ 29,083

25,395

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

440
$ 1,138,342
$ 2,483
$ 6,884
  • 40 -

March 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
Level 1
$ 622,313

-

-

$ 622,313

$ 21,669

-

-

$ 21,669

$ 583,674
Level 2
$ -

-

-

$ -

$ -

-

-

$ -

$ -
Level 3
$ -

739,051

562

$ 739,613

$ -

23,221

189,485

$ 212,706

$ -
Total
$ 622,313

739,051

562
$ 1,361,926
$ 21,669

23,221

189,485
$ 234,375
$ 583,674

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

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

For the three months ended March 31, 2020

Financial Assets
Equity
Instruments at
FVTPL
Derivative
Financial
Instruments at
FVTPL
Equity
Instruments at
FVTOCI
Derivative
Financial
Instruments
for Hedging
Balance at January 1
$ 686,413
$ 304
$ 178,259
$ 440

Recognized in profit or loss
(5,426)
2,280
-
-
Recognized in other
comprehensive income
(loss)

-

-

(7,321)

2,240

Balance at March 31
$ 680,987
$ 2,584
$ 170,938
$ 2,680

Financial Liabilities
Derivative
Financial
Instruments at
FVTPL
Derivative
Financial
Instruments for
Hedging
Balance at January 1
$ 2,483
$ 6,884

Recognized in profit or loss
241
-
Recognized in other comprehensive
income

-

(1,736)

Balance at March 31
$ 2,724
$ 5,148



$
Total
$ 865,416
(3,146)

(5,081)
$ 857,189
Total

9,367
241
(1,736)

7,872
$
  • 41 -

For the three months ended March 31, 2019

Derivative Derivative
Equity Equity Financial
Instruments at Instruments at Instruments at
Financial Assets FVTPL FVTOCI FVTPL Total
Balance at January 1 $
734,341
$
208,723
$
23
$ 943,087
Recognized in profit 4,710 - 539 5,249
Recognized in other
comprehensive income - 4,000 - 4,000
Sales -
(17)
- (17)
Balance at March 31 $
739,051
$
212,706
$
562
$ 952,319
Derivative
Financial
Instruments at
Financial Liabilities FVTPL
Balance at January 1 $ 79
Recognized in loss (79)
Balance at March 31 $ -
  • 3) Valuation techniques and inputs applied for 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 referred to stock prices of listed companies with operating activities that were similar to those of the Corporation. The material unobservable inputs were as follows:

March 31, December 31, March 31,
2020 2019 2019
Operating income ratio 0.20-5.22 times 0.20-5.22 times 0.14-5.68 times
Gross profit ratio 2.23-17.18 times 2.23-17.18 times 0.32-13.64 times
EBIT ratio - - 2.44-23.21 times
EBITDA ratio 5.21-24.22 times 5.21-24.22 times
-
Post-tax profit ratio 13.24-71.17 times 13.24-71.17 times 11.99-85.49 times
P/B ratio 0.73-7.82 times 0.73-7.82 times 0.82-4.94 times
Discount rate for lack of 32.28% 32.28% 11.58%-32.28%
marketability
  • 42 -

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 increase (decrease) as follows:

c. March 31,
2020
December 31,
2019
March 31,
2019
Operating income ratio
0.1 time increase
$ 36,532
$ 36,573
$ 54,965
0.1 time decrease
$ (36,532)
$ (36,573)
$ (54,965)
Gross profit ratio
1 time increase
$ 5,384
$ 5,384
$ 65,697
1 time decrease
$ (5,384)
$ (5,384)
$ (65,697)
EBIT ratio
1 time increase
$ -
$ -
$ 18,188
1 time decrease
$ -
$ -
$ (18,188)
EBITDA ratio
1 time increase
$ 3,874
$ 3,874
$ -
1 time decrease
$ (3,874)
$ (3,874)
$ -
Post-tax profit ratio
1 time increase
$ 10,660
$ 10,660
$ 11,020
1 time decrease
$ (10,660)
$ (10,660)
$ (11,020)
P/B ratio
0.1 time increase
$ 72,110
$ 72,633
$ 88,909
0.1 time decrease
$ (72,110)
$ (72,633)
$ (88,909)
Categories of financial instruments
March 31,
2020
December 31,
2019
March 31,
2019
Financial assets
FVTPL
Mandatorily at FVTPL
$ 1,007,408
$ 1,026,144
$ 1,361,926
Financial assets for hedging
790,262
1,138,342
583,674
Financial assets at amortized cost (Note 1)
9,713,913
9,973,131
19,091,969
Financial assets at FVTOCI
189,524
207,342
234,375
Financial liabilities
Amortized cost (Note 2)
4,874,770
6,978,997
6,193,334
FVTPL (included in other current liabilities)
Held for trading
2,724
2,483
-
Financial liabilities for hedging (included in
other current liabilities)
5,148
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).

  • 43 -

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).

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 (loss)
Equity
Loss
Equity
USD Impact USD Impact USD Impact
For the Three Months Ended
March 31
2020
2019
$ (6,929)
$ (8,436)
JPY Impact
For the Three Months Ended
March 31

2020
2019
$ (262)
$ 1,349
$ (11,054)
$ (5,837)
RMB Impact
For the Three Months Ended
**March 31 **

2020
$ (10,465)

$ (1,779)
2019
$ (9,989)
$ -
  • 44 -

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:

March 31, December 31, December 31, March 31,
2020 2019 2019
Cash flow interest rate risk
Financial assets $
6,832,304
$ 7,060,429 $ 15,353,394
Financial liabilities 914,937 848,939
756,982
Fair value interest rate risk
Lease liabilities 425,480 448,533
531,959

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.

If interest rates had been 0.25% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the three months ended March 31, 2020 and 2019 would increase/decrease by $3,698 thousand and $9,123 thousand, respectively.

The Group’s sensitivity to interest rates decreased during the current period 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 three months ended March 31, 2020 and 2019 would have increased/decreased by $16,192 thousand and $31,116 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 three months ended March 31, 2020 and 2019 would have increased/decreased by $929 thousand and $1,083 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.

  • 45 -

3) Liquidity risk

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

30. 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.

Le Wen Investment Co., Ltd.

Yulon Management Company Ltd.

Mitsubishi Corporation (Taiwan) Ltd.

Mitsubishi Motors Philippines Corporation

Mitsubishi Motors Thailand

Mitsubishi Motors Europe B.V.

Mitsubishi Motors Middle East and Africa

Mitsubishi Corporation Technos

Shye Shyang Mechanical Industrial Co., Ltd.

Fuzhou Samuel Mechanical and Electrical Co., Ltd.

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. (Uni Auto Parts
Manufacture)

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

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

Yulon IT Solutions Inc.

Sinjang Co., Ltd. (Sin Jang)
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
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

(Continued)

  • 46 -
Related Party Name
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

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.

Fortune HS Leasing Co., Ltd.

Yu Rich Financial Services Company

ROC-Keeper Industrial Ltd.

Shanghai Hopeful Wheel Automobile Maintenance Co., Ltd.
Shanghai Chiashun Motor Sales 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.

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)

Yuanchuang Industrial Investment Consulting Co., Ltd.
Related Party Category
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Joint venture
Substantive related party
(Concluded)
  • b. Operating transactions

  • 1) Sales of goods

Line Items
Related Party Categories/Name
Sales
Associates
Fortune Motors

Shung Ye Motor
Others

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

For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **



2020
$ 4,745,043
1,341,405

134,663

6,221,111
21,752

8,142

$ 6,251,005
2019
$ 5,138,117

1,615,761

190,241

6,944,119

48,392

9,539
$ 7,002,050
  • 47 -

2) Purchases of goods

Line Items
Related Party Categories/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
authority
Joint ventures


3) Technical services expense
Line Items
Related Party Categories/Name
Cost of goods sold and
selling and marketing
expenses
Investors that have significant
influence over the Group

4) Development expense
Line Items
Related Party Categories/Name
Research and
development expense
Investors that have significant
influence over the Group

Others


5) Other expense
Line Items
Related Party Categories/Name
Selling and marketing
expenses
Investors and subsidiaries of the
investors that have significant
influence over the Group

Others

For the Three Months Ended
March 31
For the Three Months Ended
March 31




2020
2019
$ 341,229 $ 806,465

305,829

30,380

647,058

836,845
335,958
575,559
49,921
82,716

25,641

46,416
$ 1,058,578
$ 1,541,536
For the Three Months Ended
March 31
2020
2019
$ 60,237
$ 62,623
For the Three Months Ended
**March 31 **


2020
2019
$ 12,378 $ 12,361

-

3
$ 12,378
$ 12,364
For the Three Months Ended
**March 31 **


2020
$ 21,594

2,359

$ 23,953
2019
$ 30,926

4,207
$ 35,133
  • 48 -

6) Receivables from related parties

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

parties
Shung Ye Motor
Others

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


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

Others

Joint ventures
Others

March 31,
2020
December 31,
2019
$ 1,233,922 $ 903,195
274,044
340,042

94,751

188,082

1,602,717
1,431,319
23,374
18,235
19,751
7,538

1

47

$ 1,645,843
$ 1,457,139

March 31,
2020
December 31,
2019
$ 474 $ 187,877

40,334

2,610

40,808
190,487
9,010
12,426

46

-

$ 49,864
$ 202,913
March 31,
2019
$ 1,237,193

309,974

312,560

1,859,727

63,923

15,966

2
$ 1,939,618
March 31,
2019
$ 94,821

4,610

99,431

7,532

114
$ 107,077

8) Acquisitions of property, plant and equipment

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

equipment
Others

For the Three Months Ended
March 31
For the Three Months Ended
March 31


2020
$ 59,502

3,600

$ 63,102
2019
$ 16,496

-
$ 16,496
  • 49 -

9) Payables to related parties

Line Items
Related Party
Categories/Name
Trade payables to
Associates
related parties
Yulon

Uni Auto Parts
Manufacture
Yue Ki Industrial
Fortune Motors
ROC-Spicer
Others


Investors and
subsidiaries of the
investors that have
significant influence
over the Group
Mitsubishi Motors
Corp.
Mitsubishi Corp.
Others


The Group is its major
management
authority
Others


10) Contract liabilities
Line Items
Related Party
Categories/Name
Other current
Associates
liabilities
Luxgen

Sin Jang
Others

Others

March 31,
2020
December 31,
2019
$ 73,955 $ 92,546
67,202
147,613
60,891
99,801
53,024
78,176
48,175
100,743

66,653

161,135


369,900

680,014

78,190
92,215
790
39,110

25,200

94,522


104,180

225,847

30,344
68,622

8,381

9,267

$ 512,805
$ 983,750

March 31,
2020
December 31,
2019
$ 19,356 $ 19,356
16,792
16,792

18,690

8,476

54,838
44,624

301

273

$ 55,139
$ 44,897
March 31,
2019
$ 105,478

71,338

85,321

29,181

79,331

143,827

514,476

65,607

86,216

32,585

184,408

54,516

8,835
$ 762,235
March 31,
2019
$ 48,041

-

4,243

52,284

273
$ 52,557

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 three months ended March 31, 2020 and 2019, 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 32 for the details.

  • 50 -

c. Compensation of key management personnel

The remunerations of directors and key executives for the three months ended March 31, 2020 and 2019, respectively, were as follows:

Short-term employee benefits
Post-employment benefits
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
2020
$ 25,151

425
$ 25,576
2019
$ 30,051

592
$ 30,643

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

31. ASSETS PLEDGED AS COLLATERAL

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

Property, plant and equipment

Pledged deposits (included in other current
assets)
Investment properties

March 31,
2020
December 31,
2019
$ 509,957
$ 510,304

180,048
179,939

52,323

52,323

$ 742,328
$ 742,566
March 31,
2019
$ 742,770
159,774
52,323
$ 954,867

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

Significant commitments and contingencies of the Group as of March 31, 2020 were as follows:

  • a. Guarantee notes amounted to $4,808,573 thousand, which had been issued to financial institutions and government grants as collateral; unused letters of credit amounted to $63,643 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
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.

  • 51 -

33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

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

March 31, 2020

Foreign Carrying
Currency Exchange Rate Amount
Foreign currency assets
Monetary items
RMB $
224,849
4.2550
$
956,732
JPY 3,060,939 0.2788 853,390
USD 20,840 30.2250 629,891
Non-monetary items
Investments accounted for using the equity
method
RMB 1,215,001 4.2550 5,169,829
EUR 86,431 33.2400 2,872,962
Foreign currency liabilities
Monetary items
JPY 442,049 0.2788 123,243
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
  • 52 -

March 31, 2019

Foreign Carrying
Currency Exchange Rate Amount
Foreign currency assets
Monetary items
RMB $
233,556
4.5800
$ 1,069,688
USD 22,897 30.8200 705,686
JPY 2,202,595 0.2783 612,982
Non-monetary items
Investments accounted for using the equity
method
RMB 1,313,836 4.5800 6,017,370
EUR 80,800 34.6100 2,796,489
Foreign currency liabilities
Monetary items
JPY 589,906 0.2783 164,171

For the three months ended March 31, 2020 and 2019, net foreign exchange gains (losses) were $(8,296) thousand and $33,548 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.

34. SEPARATELY DISCLOSED ITEMS

Except those listed in Notes 7, 11 and 29 and Tables 1 to 10, there are no other separately disclosed items.

35. 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 before income tax
Segment Revenues
For the Three Months Ended
March 31
2020
2019
$ 7,133,668 $ 7,890,024
614,278
900,286
9,398
11,385

(95,125)

(75,236)

$ 7,662,219
$ 8,726,459

Segment Income or Loss Segment Income or Loss
For the Three Months Ended
**March 31 **









2020
$ 7,133,668
614,278
9,398

(95,125)

$ 7,662,219





2020
$ 740,501

1,103

(5,935)

(210)

735,459
(79,063)

44,477

$ 700,873
2019
$ 1,013,636

1,662

(6,813)

(210)

1,008,275

(78,400)

83,206
$ 1,013,081
  • 53 -

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, other income, net foreign exchange gain (loss), gains (loss) on financial instruments at fair value through profit or loss, interest expense, other expense and income tax expense. This was the measure reported to the chief operating decision maker for resource allocation and assessment of segment performance.

  • 54 -

TABLE 1

CHINA MOTOR CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE THREE MONTHS ENDED MARCH 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement
Account
Related
Parties
Highest Balance
for the Period
(Note 1)
Ending Balance
(Note 1)
Actual
Borrowing
Amount
(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 $ 600,000 $ 600,000 $ 600,000 1.00 Short-term
financing
$ - Working capital $ - - $ - $ 1,171,929 $ 7,812,862
1 Dongguan Huayi Dongguan Huashun Other receivables Yes 85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
- - Short-term
financing
- Working capital
-
- -
1,171,929

7,812,862
2 Dongguan Huashun Dongguan Huayi Other receivables Yes 85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
42,550
(RMB 10,000
thousand)
3.915 Short-term
financing
- Working capital
-
- -
1,171,929

7,812,862
3 Tianjin Hwarui Tianjin Hwahong
Dongguan Huayi
Dongguan Huashun
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
42,550
(RMB 10,000
thousand)
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
42,550
(RMB 10,000
thousand)
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
-
-
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
Working capital
Working capital
Working capital

-

-

-
-
-
-
-
-
-

1,171,929

1,171,929

1,171,929

7,812,862

7,812,862

7,812,862
4 Tianjin Hwahong Tianjin Hwarui
Dongguan Huayi
Dongguan Huashun
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
85,100
(RMB 20,000
thousand)
-
-
-
-
-
-
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
Working capital
Working capital
Working capital

-

-

-
-
-
-
-
-
-

1,171,929

1,171,929

1,171,929

7,812,862

7,812,862

7,812,862

Note 1: Translated at the exchange rates of RMB1:NT$4.255 as of March 31, 2020.

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

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

Note 4: Eliminated.

  • 55 -

TABLE 2

CHINA MOTOR CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE THREE MONTHS ENDED MARCH 31, 2020 (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
Period
(Note)
Outstanding
Endorsement/
Guarantee at the
End of the
Period
(Note)

Actual
Borrowing
Amount
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
$ 425,500
(RMB 100,000
thousand)
425,500
(RMB 100,000
thousand)
-
-
$ 425,500
(RMB 100,000
thousand)
425,500
(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 rates of RMB1:NT$4.255 as of March 31, 2020.

  • 56 -

TABLE 3

CHINA MOTOR CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD MARCH 31, 2020

(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 March 31, 2020 March 31, 2020 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
The RSIT Enhanced Money Market
Fubon Chi Hsiang Money Market Fund
Hua Nan Phoenix Money Market Fund
Prudential Financial Money Market Fund
Paradigm Pion Money Market
SinoPac Money Market Fund
Cathay Taiwan Money Market Fund
UPAMC James Bond Money Market Fund
CTBC Hua Win Money Market Fund
Shares
Shye Shyang Mechanical Industrial
Myson Century, Inc.
Taiwan Aerospace
NORM Pacific Automation Corp.
Carnival
Com2B (Cayman) Corp.
Corporate bonds
Taiwan Acceptance Corp.
-
-
-
-
-
-
-
-
-
-
Corporate director
Corporate director
-
-
-
-
Associate
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
Amortized cost financial assets - non-current
4,867
4,201
3,205
1,856
1,906
2,610
2,167
2,423
612
657
9,009
4,705
811
128
95
2,000
-
$ 50,587

50,538

50,529

30,330

30,317

30,315

30,315

30,287

10,283

7,277

612,496

17,878

11,728

1,785

708

-

248,927
-
-
-
-
-
-
-
-
-
-
10.00
7.84
0.60
0.45
0.05
4.44
-
$ 50,587
50,538
50,529
30,330
30,317
30,315
30,315
30,287
10,283
7,277
612,496
17,878
11,728
1,785
708
-
-
















(Continued)

  • 57 -
Holding Company Name Type and Name/Issuer of Marketable Security Relationship with
the Holding
Company
Financial Statement Account March 31, 2020 March 31, 2020 Note
Number of
Shares (In
Thousands)
Carrying
Amount
(Note 2)
Percentage
of
Ownership
Fair Value
KSIHK
Alliance Investment & Management
Hwa Lin
Brilliant Insight International
Evergreen Marine Corporation
Crédit Agricole Corporate and Investment Bank SA
Morgan Stanley
Fonterra Co-operative Group Ltd.
Deutsche Bank Aktiengesellschaft, Singapore Branch
Principle guaranteed notes
President Securities 100% Principle Guaranteed Note
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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 - 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
-
-
-
-
-
-
-
6,327
3,248
1,275
789
65
696
-
-
214
$ 99,929

85,041

85,040

42,529

42,520

150,475

25,907
(RMB
6,089
thousand)

98,114

68,491

21,928

5,688

2,778

3,010

7,860

8,473

3,059
-
-
-
-
-
-
9.00
15.07
3.45
4.05
3.60
0.54
0.85
-
-
-
$ -
-
-
-
-
-
25,907
98,114
68,491
21,928
5,688
2,778
3,010
-
-
3,059















Note 1: Refer to Tables 6 and 7 for the information on investments in subsidiaries and associates.

Note 2: Translated at the exchange rates of RMB1:NT$4.255 as of March 31, 2020.

(Concluded)

  • 58 -

TABLE 4

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 THREE MONTHS ENDED MARCH 31, 2020

(In Thousands of New Taiwan Dollars)

Seller/Buyer Related Party Relationship 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)
China Motor Corporation
(“CMC”)
Sino Diamond Motors
Fortune Motors
Shung Ye Motor
Mitsubishi Motors Corp.
Uni Auto Parts Manufacture
Mitsubishi Corp.
Shung Ye Motor
Fortune Motors
Mitsubishi Corp.
Equity-method investee
Equity-method investee
Director of CMC
Equity-method investee
Director of CMC
Equity-method investee
Equity-method investee
Director of CMC
Sale
Sale
Purchase
Purchase
Purchase
Sale
Sale
Purchase
$ (4,608,219)
(986,202)

229,315

105,268

105,118
(355,184)
(136,824)

236,111
(67)
(14)
7
3
3
(66)
(26)
50
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 7 days of cargo ship out
Collect after 7-45 days of delivery
Collect after 15-45 days of delivery
Pay before 10 days of cargo ship out
$ -
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
$ 1,227,856
215,502
(77,997)
(67,202)
(790)
55,572
6,066
-
64
11
(4)
(4)
-
78
9
-

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

  • 59 -

TABLE 5

CHINA MOTOR CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL MARCH 31, 2020

(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 Fortune Motors
Shung Ye Motor
Equity-method investee
Equity-method investee
$ 1,227,856
215,502
17.32
16.70
$ -
-
-
-
$ 1,227,856
208,882
$ -
-
  • 60 -

TABLE 6

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE THREE MONTHS ENDED MARCH 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Business and Product Investment Amount Investment Amount As of March 31, 2020 As of March 31, 2020 As of March 31, 2020 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
March 31, 2020 December 31,
2019
Number of
Shares (In
Thousands)
% Carrying
Amount
China Motor Corporation
Kian Shen
Kian Shen Investment
Alliance Investment &
Management
Sino Diamond Motors
Hua-Yu
China Engine
CMI
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)
China Engine (Note 1)
Uni-Calsonic
Yueki Industrial Co., Ltd.
Tai-Ya Investment
Hwa Chung Motors (Note 1)
Kian Shen Investment (Note 1)
KSIHK (Note 1)
Hua-Chuang Automobile Information
Technical Center
Greentrans Investment (Note 1)
Hua-Yu (Note 1)
Hua-Chuang Automobile Information
Technical Center
China Engine (Note 1)
Brilliant Insight International (Note 1)
Shung Ye Motor (Note 4)
Fortune Motors
Hwa-Lin (Note 1)
Advance Power Investment (Note 1)
Advance Power Machinery (Note 1)
Hwa Wei (Note 1)
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
Miaoli, Taiwan
Hsinchu, Taiwan
Hong Kong
Taoyuan, Taiwan
British Virgin Islands
Hong Kong
Taipei, Taiwan
Samoa
Samoa
Taipei, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taipei, Taiwan
Taipei, Taiwan
British Virgin Islands
Mauritius
Miaoli, Taiwan
British Virgin Island
Manufacture and sale of vehicles
The production of frame of heavy duty car and mold
Sales and providing after sales service of vehicle
Sales and providing after sales service of vehicle
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 vehicle
Sales and providing after sales service of vehicle
Manufacture of automobile engine and parts
Manufacture and sale of automobile parts
Manufacture and sales of car components
Investment
Manufacture and sale of vehicles
Investment
Investment
Product design
Investment
Overseas investment on production and service industries
Product design
Manufacture of automobile engine and parts
Consulting and service
Sales and providing after sales service of vehicle
Sales and providing after sales service of vehicle
Overseas investment on production and service industries
Reinvestment and sales
Manufacture of vehicle and parts
Overseas investment on production and service industries
$ 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
US$ 37,229
thousand
59,456
5,000

1,428,503
$ 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
US$ 37,229
thousand

59,456

5,000

1,428,503

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
33,393

3,750

500

60
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
-
100.00
100.00
100.00
60.00
$ 7,081,037
2,031,778
4,576,745
1,176,943
1,913,158
1,271,678
2,872,962
546,324
785,688
788,543
522,344
-
348,476
378,818
422,972
139,572
103,530
66,060
73,185
3,877,498
RMB 889,377
thousand
-
215,797
687,460
-
5
15,228
209
18
600,285
94,821
10,842
783,516
$ 197,230

15,148

327,799

7,060

228,463

(2,125)

185,621

24,278

(77,680)

3,237

(129,511)

(283,220)

(189,455)

(38,427)

(11,864)

6,936

(15,332)

(10,623)

1,506

36,882
RMB
7,605
thousand

(283,220)

(4,129)

6,827

(283,220)

(11,864)

(4,144)

(38,427)

327,799

8,528

-

55

(129,511)
$ 23,554

6,658

137,446

6,477

46,995

(2,125)

60,234

7,127

(77,680)

1,751

(51,804)

-

(28,387)

(15,363)

(6,224)

2,179

(2,327)

(3,081)

1,506

-
-

-

-

-

-

-

-

-

-

-

-

-

-
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
Equity-method investee
Equity-method investee
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Equity-method investee
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Continued)
  • 61 -

(Concluded)

Investor Company Investee Company Location Main Business and Product Investment Amount Investment Amount As of March 31, 2020 As of March 31, 2020 As of March 31, 2020 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
March 31, 2020 December 31,
2019
Number of
Shares (In
Thousands)
% Carrying
Amount
Hwa Chung Motors
COC
Ling Wei (Note 1)
Greentrans (Note 1)
Y. M. Hi-Tech (Note 1)
Shye Shinn (Note 1)
Taipei, Taiwan
Taipei, Taiwan
Taoyuan, Taiwan
British Virgin Islands
Sales of second-hand vehicle
Sales of motorcycle and parts
Steel cutting
Investment
$ 31,000
10,000
46,250
US$ 968
thousand
$ 31,000

10,000

46,250
US$ 968
thousand

3,608

1,000

4,250
968
100.00
100.00
85.00
100.00
$ 34,435
10,573
68,775
40,127
$ 1,486

(15)

2,755

45
$ -

-

-

-
Subsidiary
Subsidiary
Subsidiary
Subsidiary

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

Note 2: During preparation of the consolidated financial statements, price making of $75,455 thousand from intra-group transaction had been eliminated.

Note 3: During preparation of the consolidated financial statements, loss on disposal of $22,538 thousand from intra-group transaction had been eliminated.

Note 4: During preparation of the consolidated financial statements, gain on disposal of $31 thousand from intra-group transaction had been eliminated.

Note 5: During preparation of the consolidated financial statements, side stream transaction of $1,639 thousand had been eliminated.

  • 62 -

TABLE 7

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE THREE MONTHS ENDED MARCH 31, 2020 (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, 2020
(Note 1)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
March 31, 2020
(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
March 31, 2020
(Note 1)
Accumulated
Repatriation of
Investment
Income as of
March 31, 2020
(Note 1)
Outward Inward
South East (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 sale of
automobile transmission,
shafts, mechanical
transmission, shafts and
components
$ 4,171,050
(US$ 138,000
thousand)
453,375
(US$ 15,000
thousand)
9,539,880
(EUR
287,000
thousand)
377,813
(US$ 12,500
thousand)
537,401
(US$ 17,780
thousand)
1,027,650
(US$ 34,000
thousand)
408,480
(RMB
96,000
thousand)

181,350
(US$ 6,000
thousand)
338,520
(US$ 11,200
thousand)
871,450
(RMB
204,806
thousand)
365,619
(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 China to
invest
The Corporation indirectly owns these
investees through investment
company registered in a third region
$ 1,042,763
(US$ 34,500
thousand)
226,688
(US$ 7,500
thousand)
1,547,854
(EUR
46,566
thousand)
151,125
(US$ 5,000
thousand)
85,688
(US$ 2,835
thousand)
-
46,154
(US$ 1,527
thousand)
16,322
(US$ 540
thousand)
338,520
(US$ 11,200
thousand)
326,581
(US$ 10,805
thousand)
78,887
(US$ 2,610
thousand)
$ -
-
-
-
-

-
-
-
-
-
-
$ -

-

-

-

-

-

-

-

-

-

-
$ 1,042,763
(US$ 34,500
thousand)

226,688
(US$ 7,500
thousand)

1,547,854
(EUR
46,566
thousand)

151,125
(US$ 5,000
thousand)

85,688
(US$ 2,835
thousand)

-

46,154
(US$ 1,527
thousand)

16,322
(US$ 540
thousand)

338,520
(US$ 11,200
thousand)

326,581
(US$ 10,805
thousand)

78,887
(US$ 2,610
thousand)
$ (497,160)
-
185,799
(EUR
5,593
thousand)
95,892
(RMB
22,249
thousand)
(24,829)
(RMB
-5,761
thousand)

19,025
(RMB
4,414
thousand)
(6,673)
(RMB
-1,548
thousand)
-
(4,094)
13,899
(16,415)
(US$ -545
thousand)
25.00
38.03
16.23
17.55
15.35
17.55
21.94
3.95
100.00
29.00
20.25
$ (124,290)
-
60,294
(EUR
1,815
thousand)
38,357
(RMB
8,899
thousand)
(8,690)
(RMB
-2,016
thousand)
7,610
(RMB
1,766
thousand)
(3,337)
(RMB
-774
thousand)
-
(4,094)
4,031
(3,325)
(US$ -110
thousand)
$ 1,175,206

188,848
2,871,105
(EUR
86,375
thousand)
1,840,926
(RMB
432,650
thousand)
522,412
(RMB
122,776
thousand)
851,851
(RMB
200,200
thousand)
209,408
(RMB
49,215
thousand)

25,907
(RMB
6,089
thousand)

215,783

381,178
67,677
(US$ 2,239
thousand)
$ 786,545
(US$ 26,023
thousand)

-
393,661
(EUR
11,843
thousand)
595,538
(RMB
139,962
thousand)
151,206
(RMB
35,536
thousand)
-
-
-

-

-
-

(Continued)

  • 63 -
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, 2020
(Note 1)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
March 31, 2020
(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
March 31, 2020
(Note 1)

Accumulated
Repatriation of
Investment
Income as of
March 31, 2020
(Note 1)
Outward Inward
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)
Dongguan Huashun (Note 5)
Tianjin Hwahong (Note 5)
Guangzhou Huayou Motor
Sales (Notes 5 and 6)
Sales of vehicle and parts
Consultation and services
Sales and maintenance of
vehicle and parts
Sales and maintenance of
vehicle and parts
Sales and maintenance of
vehicle and parts
Sales and maintenance of
vehicle and parts
Sales of vehicle and parts
Sales of vehicle and parts
Sales of vehicle and parts
$ 170,200
(RMB
40,000
thousand)
102,765
(US$ 3,400
thousand)
387,182
(US$ 12,810
thousand)
402,899
(US$ 13,330
thousand)
242,405
(US$ 8,020
thousand)
134,501
(US$ 4,450
thousand)
106,375
(RMB
25,000
thousand)
127,650
(RMB
30,000
thousand)
182,965
(RMB
43,000
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
$ 36,512
(US$ 1,208
thousand)
102,765
(US$ 3,400
thousand)
338,490
(US$ 11,199
thousand)
402,899
(US$ 13,330
thousand)
234,576
(US$ 7,761
thousand)
127,459
(US$ 4,217
thousand)
-
-
-
$ -
-
-
-
-
-

-

-

-
$ -

-

-

-

-

-

-

-

-
$ 36,512
(US$ 1,208
thousand)

102,765
(US$ 3,400
thousand)

338,490
(US$ 11,199
thousand)

402,899
(US$ 13,330
thousand)

234,576
(US$ 7,761
thousand)

127,459
(US$ 4,217
thousand)

-

-

-
$ -
(1,702)
-
25,022
(899)
(6,041)

(7,879)
(RMB
-1,828
thousand)

(621)
(RMB
-144
thousand)

-
-
100.00
100.00
-
100.00
100.00
100.00
100.00
100.00
$ -
(1,702)
-
25,022
(899)
(6,041)
(7,879)
(RMB
-1,828
thousand)
(621)
(RMB
-144
thousand)
-
$ -

87,135

36,366

-

195,963

73,575
69,161
(RMB
16,254
thousand)
125,067
(RMB
29,393
thousand)

12,901
(RMB
3,032
thousand)
$ -

-

-

-

-

-
-
-
-
Accumulated Outward Remittance for Investment
in Mainland China as of March 31, 2020
(Note 1)
Investment Amount Authorized by Investment
Commission, MOEA
(Note 1)
Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
$5,893,514
(US$143,777 thousand and
EUR46,566 thousand)
$7,042,587
(US$218,195 thousand and
EUR13,467 thousand)
$23,438,587

(Continued)

  • 64 -

Note 1: Translated at the exchange rates on March 31, 2020: US$1=NT$30.225, RMB1=NT$4.255, EUR1=NT$33.24.

Note 2: Translated at average exchange rates for the three months ended March 2020: US$1=NT$30.106, RMB1=NT$4.31, EUR1=NT$33.22.

Note 3: Except for Guangzhou NTN-YULON Drivertrain Co., Ltd., the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were based on the associate’s financial statements that have not been reviewed.

  • Note 4: During 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 March 31, 2020, except for the annulment of Sichuan Huafeng Hanwei and Sichuan Lingwei which had been completed in February 2020 and July 2019, respectively, the remaining companies had not completed their liquidation procedures.

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

(Concluded)

  • 65 -

TABLE 8

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE THREE MONTHS ENDED MARCH 31, 2020 (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 Sino Diamond Motors Subsidiary Other receivables $ 600,000 The prices and payment terms were based on agreements. 1.21

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

Note 2: This table includes transactions for amounts over one hundred million.

  • 66 -

TABLE 9

CHINA MOTOR CORPORATION

INFORMATION OF MAJOR SHAREHOLDERS MARCH 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Ownership
Percentage
Tai Yuen Textile., Ltd
Mitsubishi Motors Corp.
Yulon Motor Co., Ltd
Diamond Hosiery & Thread Co., Ltd
139,435,815
77,507,309
44,592,177
37,438,652
25.19
14.00
8.05
6.76

Note: The table discloses shareholding information of shareholders whose shareholding percentage is 5% or above. The Taiwan Depository & Clearing Corporation (TDCC) calculates the total number of ordinary shares and special shares (including treasury shares) that have completed the dematerialized registration and delivery on the last business day of the quarter. The share capital reported in the consolidated financial statements and the actual number of shares that have completed the dematerialized registration and delivery may be different due to difference in the basis of calculation.

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TABLE 10

CHINA MOTOR CORPORATION AND SUBSIDIARIES

INTERCOMPANY INVESTMENT RELATIONSHIPS AND PERCENTAGE OF SHARE HELD FRAMEWORK MARCH 31, 2020

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Parent Corporation
43.87% 52.10% 100.00% 100.00% 100.00% 100.00% 49.76%
Alliance CMI
Kian Shen China Engine Sino Diamond Hwa Chung COC
Investment & (Samoa)
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 Hi-Tech
(Mauritius) Consultancy (Samoa)
Islands) Service 100.00%
Co., Ltd.
100.00% 100.00% 100.00% 100.00%
KSIHK Fujian Rui Hwa-Lin Hwa Wei Holdings Shye Shinn
(Hong Kong) Hua (British Virgin Jiangsu (British Virgin (British Virgin
Islands) Greentrans Islands) Islands)
100.00% 99.75% 100.00%
0.25% Guangzhou
Dongguan Huayi Tianjin Hwarui
Huayou Motor
Maintenance
100.00% 100.00% 100.00%
Tianjin Guangzhou
Dongguan
Huashun Hwahong Huayou Motor
Sales
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Note: Since Sino Diamond Motors holds 1 thousand share of China Engine, the percentage of ownership is not disclosed.

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