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ECLAT — Interim / Quarterly Report 2019
Nov 11, 2019
51833_rns_2019-11-11_b36db82e-5ec5-4e95-aabc-06a785359088.pdf
Interim / Quarterly Report
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Stock Code:1476
$\mathbf{1}$
ECLAT TEXTILE CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors' Review Report For the Six Months Ended June 30, 2019 and 2018
Address: 10F.-3, No.80, Sec. 2, Chang'an E. Rd., Taipei City Telephone: $(02)2299 - 6000$
The independent auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' review report and consolidated financial statements, the Chinese version shall prevail.
Table of Contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | $\overline{2}$ |
| 3. Independent Auditors' Review Report | 3 |
| 4. Consolidated Balance Sheets | 4 |
| 5. Consolidated Statements of Comprehensive Income | 5 |
| 6. Consolidated Statements of Changes in Equity | 6 |
| 7. Consolidated Statements of Cash Flows | 7 |
| 8. Notes to the Consolidated Financial Statements | |
| (1) Company history |
8 |
| (2) Approval date and procedures of the consolidated financial statements |
8 |
| (3) New standards, amendments and interpretations adopted |
$8\sim10$ |
| (4) Summary of significant accounting policies |
$11 - 14$ |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty |
14 |
| (6) Explanation of significant accounts |
$14 - 26$ |
| (7) Related-party transactions |
$27 - 29$ |
| (8) Pledged assets |
29 |
| (9) Commitments and contingencies |
29 |
| (10) Losses due to major disasters | 29 |
| (11) Subsequent events | 29 |
| $(12)$ Other | $30 - 31$ |
| (13) Other disclosures | |
| (a) Information on significant transactions | $32 - 34$ |
| (b) Information on investees | $34 - 35$ |
| (c) Information on investment in mainland China | 35 |
| (14) Segment information | $36 - 37$ |

KPMG
台北市11049信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 (2) 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)
Fax 傳真 + 886 (2) 8101 6667 Internet 網址 kpmg.com/tw

Qualified Conclusion
Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews, nothing has come to our attention that causes 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 June 30, 2019 and 2018, and of its consolidated financial performance for the three months and six months ended June 30, 2019 and 2018, as well as its consolidated cash flows for the six months ended June 30, 2019 and 2018 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 Hui-Chih Kou and Hsin-Yi Kuo.
KPMG
Taipei, Taiwan (Republic of China) August 6, 2019
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' review report and consolidated financial statements, the Chinese version shall prevail.
Reviewed Only, Not Audited In Accordance With The Generally Accepted Auditing Standards As Of June 30, 2019 And 2018
ECLAT TEXTILE CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2019, December 31, 2018, and June 30, 2018
(Expressed in Thousands of New Taiwan Dollars)
| June 30, 2019 | December 31, 2018 | June 30, 2018 | June 30, 2019 | December 31, 2018 | June 30, 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current assets: Assets |
Amount | $\mathcal{S}_{\mathbf{c}}$ | Amount | ℅ | Amount | ℅ | Liabilities and Equity Current liabilities: |
$\mathcal{S}^{\mathbf{e}}$ Amount |
ż Amount |
Amount | $\mathcal{S}^{\mathbf{e}}$ | ||
| 1100 | Cash and cash equivalents(note 6 (a)) | 5,457,613 S |
23 | 2,905,110 | $\mathbf{r}$ | 2,977,709 | $\vec{a}$ | 2100 | Short-term borrowings (note 6 (g)) | $\infty$ 1,879,405 69 |
$\infty$ 1,629,979 |
1,567,776 | L |
| 1150 | Notes receivable, net (including related parties) | 2120 | Current financial liabilities at fair value through | ||||||||||
| (notes $6$ (b) and $7$ ) | 8,305 | 2,065 | 7,629 | profit or loss | 5,603 | ||||||||
| 1170 | Accounts receivable, net (note 6 (b)) | 3,189,108 | $\mathbf{r}$ | 3,807,473 | 17 | 3,838,119 | Ξ | 2150 | Notes payable | 288,156 | 262,688 | 315,173 | |
| 1200 | Other receivables, net | 49,140 | 86,072 | 66,708 | 2170 | Accounts payable | 1,415,763 | ,354,199 | 1,498,455 | ||||
| 1310 | Inventories, net(note 6 (c)) | 4,119,789 | $\overline{1}$ | 4,264,587 | $\overline{6}$ | 4,170,120 | $\tilde{e}$ | 2180 | Accounts payable to related parties (note 7) | 2,754 | 1,926 | 1,208 | |
| 1460 | Non-current assets classified as held for sale | 2200 | Other payables | ≌ 3,796,206 |
1,107,364 | 3,367,818 | n | ||||||
| (note 6(d)) | 10,290 | t | 11,257 | 12,618 | 2230 | Current tax liabilities | 566,769 | 732,541 | 539,374 | ||||
| 1470 | Other current assets(notes 6(f) and 8) | 394.161 | 316,941 | 398,763 | 2280 | Current lease liabilities | 48,396 | ||||||
| Total current assets | 13,228,406 | $\frac{55}{5}$ | 11,393,505 | $\overline{5}$ | 11,471,666 | $\mathfrak{Z}$ | 2399 | Other current liabilities, others | 172,177 | 105,691 | 145,916 | ||
| Non-current assets: | Total current liabilities | 34 8,169,626 |
$\overline{c}$ 5,194,388 |
7,441,323 | $\mathfrak{p}$ | ||||||||
| 1550 | Investments accounted for using equity method | 10,329 | 26,083 | 27,159 | Non-current liabilities: | ||||||||
| 1600 | Property, plant and equipment(notes 6 (e), 7 and 8) | 10,202,075 | $\overline{a}$ | 10,037,149 | 46 | 9,909,473 | 45 | 2570 | Deferred tax liabilities | 5,946 | 5,946 | 432 | |
| 1755 | Right-of-use assets | 105,427 | 2580 | Non-current lease liabilities | 60,252 | ||||||||
| 1780 | Intangible assets | 22,147 | 20,547 | 20,224 | 2640 | Net defined benefit liability, non-current | 1,454 | 2,016 | |||||
| 1840 | Deferred tax assets | 20,381 | 20,381 | 71,454 | 2645 | Guarantee deposits received | 2,109 | 1,488 | 1,920 | ||||
| 1975 | Net defined benefit asset, non-current | 10,137 | 2670 | ||||||||||
| 1990 | Other non-current assets, others (note 6 (f)) | 579,462 | 643.217 | 590,646 | Other non-current liabilities, others | 3,900 | 6,014 | 4,411 | |||||
| $\frac{4}{9}$ | Total non-current liabilities | 73,661 | 15,464 | 6.763 | |||||||||
| Total non-current assets | 10,939,821 | 45 | 10,747,377 | 10,629,093 | 48 | Total liabilities | 34 8,243,287 |
$\frac{1}{4}$ 5,209,852 |
7,448,086 | $\frac{4}{3}$ | |||
| Equity (Note 6 (j)): | |||||||||||||
| 3110 | Common stock | $\Xi$ 2,743,671 |
$\overline{a}$ 2,743,671 |
2,743,671 | $\overline{5}$ | ||||||||
| 3200 | Capital surplus | $\frac{16}{1}$ 3,769,547 |
$\overline{11}$ 3,769,547 |
3,769,437 | $\overline{17}$ | ||||||||
| Retained earnings: | |||||||||||||
| 3310 | Legal reserve | 12 2,756,589 |
2,318,613 | 2,318,613 | Ξ | ||||||||
| 3320 | Special reserve | 6,862 | 104,100 | 104,100 | |||||||||
| 3350 | Unappropriated retained earnings | $\overline{27}$ 6,612,380 |
$\frac{56}{5}$ 8,001,961 |
5,734,762 | খ | ||||||||
| Total retained earnings | $\frac{39}{2}$ 9,375,831 |
$\left \frac{1}{2} \right $ 10,424,674 |
8,157,475 | 57 | |||||||||
| 3490 | Other equity, others | ×, 35,891 |
٠ (6, 862) |
(17,910) | |||||||||
| Total equity | $\frac{66}{5}$ 15,924,940 |
$\frac{5}{2}$ 16,931,030 |
14,652,673 | $\frac{8}{5}$ | |||||||||
| Total assets | 24,168,227 | $\frac{8}{2}$ | 22,140,882 | 희 | 22,100,759 | $\overline{100}$ | Total liabilities and equity | 100 24,168,227 |
100 22,140,882 |
22,100,759 | $\frac{8}{2}$ |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed Only, Not Audited In Accordance With Generally Accepted Auditing Standards
ECLAT TEXTILE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the three months and six months ended June 30, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| June 30 | For the three months ended | June 30 | For the six months ended | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||||||
| Amount | % | Amount | ℅ | Amount | ℅ | Amount | $\frac{0}{2}$ | ||
| 4000 | Operating revenue (note $6$ (l)) | 6,939,327 S |
100 | 6,921,411 | 100 | 13,183,624 | 100 | 13,501,580 | 100 |
| 5000 | Operating costs (notes $6(c)(e)(h)(m)$ , 7 and 12) | 4,902,661 | 71 | 4,923,073 | 71 | 9,418,636 | -71 | 9,729,819 | 72 |
| Gross profit from operations | 2,036,666 | 29 | 1,998,338 | 29 | 3,764,988 | 29 | 3,771,761 | 28 | |
| Operating expenses(notes $6(e)(h)(m)$ , 7 and 12): | |||||||||
| 6100 | Selling expenses | 347,893 | 5 | 367,170 | 5 | 666,910 | 5 | 691,182 | 5 |
| 6200 | Administrative expenses | 264,433 | 3 | 243,980 | 4 | 533,290 | 4 | 493,206 | $\overline{4}$ |
| 6300 | Research and development expenses | 35,683 | -1 | 37,126 | 1 | 67,194 | 72,183 | ||
| Total operating expenses | 648,009 | 9 | 648,276 | 10 | 1,267,394 | 10 | 1,256,571 | 9 | |
| Net operating income | 1,388,657 | 20 | 1,350,062 | 19 | 2,497,594 | 19 | 2,515,190 | -19 | |
| Non-operating income and expenses (note $6(n)$ ): | |||||||||
| 7010 | Other income | 10,383 | 6,834 | 18,064 | 9,967 | ||||
| 7020 | Gains and losses | 36,673 | $\mathbf{1}$ | 191,240 | 3 | 68,386 | 139,299 | -1 | |
| 7050 | Finance costs | (17,674) | (12, 570) | $\overline{\phantom{a}}$ | (35,373) | (22, 184) | |||
| 7060 | Share of loss of associates accounted for using equity method, net | (1,245) | (2,184) | (4,347) | (3,487) | ||||
| Total non-operating income and expenses | 28,137 | $\mathbf{1}$ | 183,320 | $\overline{\mathbf{3}}$ | 46,730 | 123,595 | -1 | ||
| 7900 | Income before income tax | 1,416,794 | 21 | 1,533,382 | 22 | 2,544,324 | 19 | 2,638,785 | 20 |
| 7950 | Less: Tax expenses (note $6(i)$ ) | 344,292 | 5 | 323,811 | 5 | 570,300 | $\overline{4}$ | 536,906 | $\overline{4}$ |
| Profit (loss) from continuing operations | 1,072,502 | -16 | 1,209,571 | 17 | 1,974,024 | 15 | 2,101,879 | 16 | |
| 8100 | Loss from discontinued operations, net of tax (note 12) | (2.192) | (534) | (2,780) | (1, 155) | $\sim$ | |||
| Profit | 1,070,310 | 16 | 1,209,037 | 17 | 1,971,244 | 15 | 2,100,724 | - 16 | |
| 8300 | Other comprehensive income: | ||||||||
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss |
||||||||
| 8361 | Exchange differences on translation of foreign financial statements | 30,369 | 169,531 | 3 | 42,753 | 86,190 | |||
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss |
||||||||
| 8300 | Other comprehensive income, net of income tax | 30.369 | 169,531 | 3 | 42,753 | 86,190 | |||
| 8500 | Total comprehensive income | 1,100,679 | 16 | 1,378,568 | 20 | 2,013,997 | 15 | 2,186,914 | 16 |
| Earnings per share (note $6(k)$ and 12) | |||||||||
| 9750 | Basic earnings per share (in dollars) | ||||||||
| Basic earnings per share from continuing operations | \$ | 3.91 | 4.41 | 7.19 | 7.66 | ||||
| Basic loss per share from discontinued operations | (0.01) | (0.01) | |||||||
| Total basic earnings per share | s | 3.90 | 4.41 | 7.18 | 7.66 | ||||
| 9850 | Diluted earnings per share (in dollars) | ||||||||
| Diluted earnings per share from continuing operations | \$ | 3.91 | 4.41 \$ | 7.19 | 7.66 | ||||
| Diluted loss per share from discontinued operations | (0.01) | (0.01) | |||||||
| Total diluted earnings per share | S | 3.90 | 4.41S | 7.18 | 7.66 |
| Retained earnings | Other equity | |||||||
|---|---|---|---|---|---|---|---|---|
| Unappropriated | differences on translation of Exchange foreign |
|||||||
| Ordinary share |
surplus Capital |
reserve Legal |
Special reserve |
earnings retained |
Total retained earnings |
statements financial |
equity Total |
|
| Balance at January 1, 2018 | 2,743,671 | 3,769,437 | 2,013,408 | 6,649,830 | 8,663,238 | (104, 100) | 15,072,246 | |
| Profit | 2,100,724 | 2,100,724 | 2,100,724 | |||||
| Other comprehensive income | 86,190 | 86,190 | ||||||
| Total comprehensive income | 2,100,724 | 2,100,724 | 86,190 | 2,186,914 | ||||
| Legal reserve appropriated | $\begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array} \ \begin{array}{c} \end{array} \end{array} \end{array} \begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array} \ \begin{array}{c} \end{array} \end{array} \end{array} \begin{array}{c} \begin{array}{c} \end{array} \end{array} \begin{array}{c} \begin{array}{c} \end{array} \end{array} \end{array}$ | 305,205 | (305, 205) | |||||
| Special reserve appropriated | 104,100 | (104, 100) | ||||||
| Cash dividends of ordinary share | (2,606,487) | (2,606,487) | (2.606, 487) | |||||
| Balance at June 30, 2018 | 3,769,437 | 2,318,613 | 104,100 | 5,734,762 | 8,157,475 | (17,910) | 14,652,673 | |
| Balance at January 1,2019 | $\frac{2,743,671}{2,743,671}$ | 3,769,547 | 2,318,613 | 104,100 | 8,001,961 | 10,424,674 | (6,862) | 16,931,030 |
| Effects of retrospective application | (2,049) | (2,049) | (2.049) | |||||
| Balance at January 1, 2019 after adjustments | 2,743,671 | 3,769,547 | 2,318,613 | 104,100 | 7,999,912 | 10,422,625 | (6,862) | 16,928,981 |
| Profit | 1,971,244 | 1,971,244 | 1,971,244 | |||||
| Other comprehensive income | 42,753 | 42,753 | ||||||
| Total comprehensive income | $\begin{array}{c} \begin{array}{c} \hline \end{array} \ \hline \end{array}$ | 1,971,244 | 971.244 | 42,753 | 2,013,997 | |||
| Legal reserve appropriated | 437,976 | (437,976) | ||||||
| Reversal of special reserve | (97, 238) | 97,238 | ||||||
| Cash dividends of ordinary share | (3,018,038) | (3,018,038) | (3,018,038) | |||||
| Balance at June 30, 2019 | 2,743,671 | 3,769,547 | 2,756,589 | 6,862 | 6,612,380 | 9,375,831 | 35,891 | 15,924,940 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed Only, Not Audited In Accordance With Generally Accepted Auditing Standards
ECLAT TEXTILE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the six months ended June 30, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed Only, Not Audited In Accordance With Generally Accepted Auditing Standards
ECLAT TEXTILE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the six months ended June 30, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
| For the six months ended June 30 |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Cash flows from (used in) operating activities: | |||
| Profit from continuing operations before tax | \$ | 2,544,324 | 2,638,785 |
| Loss from discontinued operations before tax | (2,780) | (1,155) | |
| Profit before tax | 2,541,544 | 2,637,630 | |
| Adjustments: | |||
| Adjustments to reconcile profit | |||
| Depreciation expense | 420,360 | 396,357 | |
| Amortization expense | 12,129 | 6,847 | |
| Net loss on financial assets or liabilities at fair value through profit or loss | 5,603 | ||
| Interest expense | 35,373 | 22,184 | |
| Interest income | (13,202) 4,347 |
(5,106) 3,487 |
|
| Share of loss of associates accounted for using equity method Loss on disposal of property, plant and equipment |
1,045 | 7,436 | |
| Gain on disposal of investments | (217) | ||
| 459,835 | 436,808 | ||
| Total adjustments to reconcile profit Changes in operating assets and liabilities: |
|||
| Decrease (increase) in notes and accounts receivable | 612,125 | (434, 333) | |
| Decrease in inventories | 144,738 | 125,517 | |
| Increase in other current assets | (54, 638) | (7, 134) | |
| Decrease (increase) in other financial assets | 36,932 | (50, 638) | |
| Increase in other operating assets | (9, 562) | (85, 181) | |
| Increase (decrease) in notes and accounts payable | 87,860 | (42, 733) | |
| Decrease in other payable | (197, 974) | (262, 343) | |
| Increase in other current liabilities | 66,486 | 58,582 | |
| Decrease in net defined benefit liability | (562) | (137, 444) | |
| Total adjustments | 1,145,240 | (398, 899) | |
| Cash inflow generated from operations | 3,686,784 | 2,238,731 | |
| Interest received | 13,202 | 5,106 | |
| Interest paid | (35, 373) | (22, 184) | |
| Income taxes paid | (736,072) | (419,046) | |
| Net cash flows from operating activities | 2,928,541 | 1,802,607 | |
| Cash flows from (used in) investing activities: | |||
| Proceeds from disposal of associate | 12,459 | ||
| Acquisition of property, plant and equipment | (549, 194) | (303, 277) | |
| Proceeds from disposal of property, plant and equipment | 36 | 5,937 974 |
|
| (Increase) decrease in refundable deposits Acquisition of intangible assets |
(456) (8,042) |
(1,677) | |
| Increase in prepayments for business facilities | (76.160) | (100, 496) | |
| Net cash flows used in investing activities | (621, 357) | (398.539) | |
| Cash flows from (used in) financing activities: | |||
| Increase in short-term loans | 249,425 | 86,621 | |
| Increase in guarantee deposits received | 621 | ||
| Payment of lease liabilities | (22, 669) | ||
| Decrease in other non-current liabilities | (2,114) | ||
| Net cash flows from financing activities | 225,263 | 86,621 | |
| Effect of exchange rate changes on cash and cash equivalents | 30,346 | 59,680 | |
| Net increase in cash and cash equivalents | 2,562,793 | 1,550,369 | |
| Cash and cash equivalents at beginning of period | 2,905,110 | 1,439,958 | |
| Cash and cash equivalents at end of period | S | 5,467,903 | 2,990,327 |
| Components of cash and cash equivalents | |||
| Cash and cash equivalents reported in the statement of financial position | \$ | 5,457,613 | 2,977,709 |
| Reclassification to non-current assets held for sale | 10,290 | 12,618 | |
| Cash and cash equivalents at end of period | S | 5,467,903 | 2,990,327 |
ECLAT TEXTILE CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
ECLAT TEXTILE CO., LTD. (the "Company") was incorporated in November 1977. The Company has established the Tashan Plant, Miao-li Plant and Hsichou Plant in Miao-li, and Dayuan Plant in Taoyuan. The Company and its subsidiaries (the "Group") have mainly been involved in the manufacturing and marketing of knitwear. Please refer to note 4(b) for more details about the operation of the Group.
(2) Approval date and procedures of the consolidated financial statements
On August 6, 2019, the board of directors approved and noted the consolidated financial statements as of and for the six months ended June 30.
(3) New standards, amendments and interpretations adopted:
The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial $(a)$ Supervisory Commission, R.O.C. ("FSC") which have already been adopted.
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2019.
| New, Revised or Amended Standards and Interpretations | Effective date per IASB |
|---|---|
| IFRS 16 "Leases" | January 1, 2019 |
| IFRIC 23 "Uncertainty over Income Tax Treatments" | January 1, 2019 |
| Amendments to IFRS 9 "Prepayment features with negative compensation" | January 1, 2019 |
| Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement" | January 1, 2019 |
| Amendments to IAS 28 "Long-term interests in associates and joint ventures" | January 1, 2019 |
| Annual Improvements to IFRS Standards 2015-2017 Cycle | January 1, 2019 |
Except for the following items, the Group believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of signification changes are as follows:
IFRS 16"Leases" $(i)$
IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
The Group applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below:
$1)$ Definition of a lease
Previously, the Group determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Group assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note 4(c).
On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.
$2)$ As a lessee
As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for most leases $-$ i.e. these leases are on-balance sheet.
Leases classified as operating leases under IAS 17
At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at either:
- their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee's incremental borrowing rate at the date of initial application $-$ the Group applied this approach to its largest property leases; or
- an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments – the Group applied this approach to all other lease.
In addition, the Group used the following practical expedients when applying IFRS 16 to leases.
Applied a single discount rate to a portfolio of leases with similar characteristics.
- Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.
- Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.
- $3)$ Impacts on financial statements
On transition to IFRS 16, the Group recognised additional \$109,120 thousands of rightof-use assets and \$111,169 thousands of lease liabilities, recognising the difference in retained earnings. When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 1.95%.
$(b)$ The impact of IFRS endorsed by FSC but not yet effective
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 3 "Definition of a Business" | January 1, 2020 |
| Amendments to IAS 1 and IAS 8 "Definition of Material" | January 1, 2020 |
The Group assesses that the adoption of the abovementioned standards would not have any material impact on its consolidated financial statements.
The impact of IFRS issued by IASB but not yet endorsed by the FSC $(c)$
As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| New, Revised or Amended Standards and Interpretations | Effective date per IASB |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture" |
Effective date to be determined by IASB |
| IFRS 17 "Insurance Contracts" | January 1, 2021 |
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
$(4)$ Summary of significant accounting policies:
Statement of compliance $(a)$
The consolidated financial statements have been prepared in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the Guidelines) and IAS 34 "Interim Financial Reporting" endorsed by the FSC. These consolidated financial statements do not include all disclosures required for annual financial statements under the Guidelines and IFRSs, IASs, IFRIC Interpretations and SIC Interpretations as endorsed by the FSC (hereinafter referred to as IFRS as endorsed by the FSC).
Except as described below, the significant accounting policies adopted in the consolidated financial statements are the same as those adopted in the consolidated financial statements for the year ended December 31, 2018. Please refer to Note 4 of the consolidated financial statements for the year ended December 31, 2018 for related information.
$(b)$ Basis of Consolidation
| Investor | The name of subsidiaries | Business activity | June 30, 2019 | December 31. 2018 |
June 30, 2018 | Note |
|---|---|---|---|---|---|---|
| The Company | GRAND ELITE HOLDING INC. (Grand Elite) |
Investments in securities, real estate, and manufacturing industry |
100.00 % | 100.00 % | 100.00 % | Note 1 |
| The Company | ECLAT CAYMAN ISLAND HOLDINGS (Eclat Cayman) |
Investments in securities, real estate, and manufacturing industry |
100.00 % | 100.00 % | 100.00 % | |
| Grand Elite | ECLAT TEXTILE (CAMBODIA) CO., LTD. (Eclat Textile (Cambodia)) |
Design, manufacture, processing and sale of clothing |
100.00 % | 100.00 % | 100.00 % | Note 1 |
| Eclat Cavman | Unison (Wuxi) Textile and Garment Inc. (Unison) |
Design, manufacture, processing and sale of clothing |
100.00 % | 100.00 % | 100.00 % | Note 1 Note 2 |
| Eclat Cayman | ECLAT TEXTILE CO., LTD (Vietnam) (Eclat Textile (VN)) |
Design, manufacture, processing and sale of clothing |
100.00 % | 100.00 % | 100.00 % | |
| Eclat Cayman | ECLAT FABRICS (VIETNAM) CO., LTD. (Fabrics) |
Knit fabric mills, printing, dyeing and finishing mill |
100.00 % | 100.00 % | 100.00 % | |
| Eclat Cavman | E-TOP (VIETNAM) CO. $LTD.$ (E-TOP (VN)) |
Design, manufacture, processing and sale of clothing |
100.00 % | 100.00 % | 100.00 % | |
| Eclat Cayman | COLLTEX GARMENT MFY CO., LTD. (VN) (Colltex) |
Design, manufacture, processing and sale of clothing |
100.00 % | 100.00 % | 100.00 % | Note 1 |
| Eclat Cayman | ECLAT ENTERPRISE LTD. (Eclat Enterprise) |
Investments in securities, real estate, and manufacturing industry |
100.00 % | 100.00 % | 100.00 % | Note 1 |
| Eclat Cayman | TAI-YUAN GARMENTS CO., LTD. (TAI-YUAN (VN)) |
Design, manufacture, processing and sale of clothing |
100.00 % | 100.00 % | 100.00 % | Note 1 |
$(i)$ The subsidiaries in the consolidated financial statements:
Note 1: One of the nonsignificant subsidiaries whose second-quarter financial reports as of 2019 and 2018 were not reviewed.
Note 2 : There is no longer any advantage in investing due to the raise in labor, material and supply cost in Mainland China, consequently, the BOD approved the dissolution and liquidation of Unison on December 7, 2016. Please refer to Note 6(d) for further information.
$(ii)$ The subsidiaries are not included in the consolidated financial statements: none.
- Leases (applicable from January 1, 2019) $(c)$
- Identifying a lease $(i)$
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
- the contract involves the use of an identified asset $-$ this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
- the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
- the Group has the right to direct the use of the asset. The Group has the right to direct the use of the asset when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of an asset if either:
- the Group has the right to operate the asset and suppliers have no right to change the operation; or
- the Group designed the asset in a way that predetermines how and for what purpose it will be used.
- (ii) As a leasee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
- $-$ fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and
- payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
- $-$ there is a change in future lease payments arising from the change in an index or rate;
- there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee;
- there is a change of its assessment on whether it will exercise a purchase.
- there is a change of its assessment on whether it will exercise a extension or termination option and change in assessment of lease term.
- there is any lease modifications.
- (iii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.
$(d)$ Income taxes
The Group evaluates and discloses interim period income tax expense in accordance with paragraph B12 of IAS 34 "Interim Financial Reporting".
Income tax expense is best estimated by multiplying the pretax income for the interim reporting period by the effective annual tax rate as forecasted by the management. All income tax expense should be recognized as current tax expense.
The impact on deferred income tax resulted from changes to the tax rate for the interim reporting period, if any, shall be recognized in the period when the change of tax rate occurs.
Temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the tax rates that have been enacted or substantively enacted at the time of the asset or liability is recovered or settled and recognized directly in equity or other comprehensive income as tax expense.
Employee benefits $(e)$
The 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 curtailments, settlements, or other significant onetime events.
$(5)$ Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The consolidated financial statements are prepared in conformity with IAS 34 "Interim Financial Reporting" as endorsed by the FSC, under which, management make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Preparing consolidated financial statements, judgments and key sources of estimation uncertainty used by management in the application of critical accounting policies are expected to be consistent with those in Note 5 of the consolidated financial statements for the year ended December 31, 2018.
(6) Explanation of significant accounts:
Except as described below, the description of significant accounts in the accompanying consolidated financial statements is not materially different from those in the consolidated financial statements for the year ended December 31, 2018. Please refer to Note 6 of the consolidated financial statements for the year ended December 31, 2018, for more details.
(a) Cash and cash equivalents
| June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
||
|---|---|---|---|---|
| Cash | 11,151 | 7.833 | 9,467 | |
| Bank deposits | 5,395,666 | 2,026,374 | 2,213,662 | |
| Term deposits | 50,796 | 870,903 | 754,580 | |
| Cash and cash equivalents | S | 5,457,613 | 2,905,110 | 2,977,709 |
(b) Notes receivable and accounts receivable
| June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
||
|---|---|---|---|---|
| Notes receivable—operating activities | 8,305 | 2,065 | 7.629 | |
| Accounts receivable | 3,213,194 | 3,831,559 | 3,862,205 | |
| Less: allowance for doubtful accounts | (24, 086) | (24,086) | (24,086) | |
| Total | S | 3,197,413 | 3,809,538 | 3,845,748 |
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables on June 30, 2019. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information. The loss allowance provision as of June 30, 2019 was determined as follows:
| June 30, 2019 | |||
|---|---|---|---|
| Gross carrying amount |
Weighted- average loss rate |
Loss allowance provision |
|
| Current | \$ 3,118,644 |
0.51% | 15,713 |
| 1 to 30 days past due | 89,268 | 1.16% | 1,034 |
| $31 \sim 120$ days past due | 11,895 | 47.47% | 5,647 |
| More than 121 days past due | 1,692 | 100% | 1,692 |
| 3,221,499 | 24,086 |
| Weighted- | ||||
|---|---|---|---|---|
| Gross carrying amount |
average loss rate |
Loss allowance provision |
||
| Current | \$ | 3,711,713 | 0.49% | 18,067 |
| 1 to 30 days past due | 117,174 | 3.22% | 3,771 | |
| $31$ ~120 days past due | 4,223 | 41.05% | 1,734 | |
| More than 121 days past due | 514 | 100% | 514 | |
| S | 3,833,624 | 24,086 |
December 31, 2018
| June 30, 2018 | ||||
|---|---|---|---|---|
| Gross carrying amount |
Weighted- average loss rate |
Loss allowance provision |
||
| Current | \$ | 3,726,732 | 0.58% | 21,571 |
| 1 to 30 days past due | 138,614 | 1.15% | 1,593 | |
| $31 - 120$ days past due | 4,039 | 11.71% | 473 | |
| More than 121 days past due | 449 | 100.00% | 449 | |
| S | 3,869,834 | 24,086 |
(Continued)
The movement in the allowance for notes and accounts receivable was as follows:
| For the six months ended June 30 |
||
|---|---|---|
| 2019 | 2018 | |
| Balance at January 1, 2019 and 2018 (Balance at June 30, 2019 and 2018) |
24,086 | 24,086 |
The aforementioned notes and accounts receivable of the Group had not been pledged as collateral for long-term borrowings.
The Group has signed accounts receivable factoring contracts without recourse with financial institutions. As stated in the contract, the Group doesn't have to bear the risks of uncollectable accounts receivables but the loss incurred due to commercial arguments, and hence meets the criteria of derecognition of financial assets. Factored accounts receivables which are not due as of the report date are as follows:
| Factored amount 561,463 |
Line 1,397,770 |
Amount collected in advance |
Interest rate | Pledged items |
|---|---|---|---|---|
| 561,463 | $2.97\% - 3.13\%$ | None | ||
| 95,786 | 503,172 | 95,786 | 2.66% | None |
| amount | Line | Amount collected in advance |
Interest rate | Pledged items |
| 240,600 | 1,506,571 | 240,600 | $2.87\% - 3.44\%$ | None |
| Amount collected |
||||
| Pledged items | ||||
| Factored Factored amount |
Line | December 31, 2018 June 30, 2018 in advance |
Interest rate |
| June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
|
|---|---|---|---|
| Raw materials | \$ 2,313,596 |
2,458,806 | 2,366,780 |
| Supplies | 456,642 | 527,431 | 477,258 |
| Work in progress | 1,164,582 | 1,135,855 | 1,149,765 |
| Finished goods | 184,969 | 142,495 | 176,317 |
| \$ 4,119,789 |
4,264,587 | 4,170,120 |
$(c)$
As the net realizable value of inventories has increased due to the recovery of the inventory devaluation in the prior period. The Group recognized a gain from recovery in the value of inventories and a loss on inventories from the write-down of the book value for the three months and six months ended June 30, 2019 and 2018, respectively. The loss and gain (which is the difference between the cost and the net realizable value) was reported as cost of goods sold as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
|||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||
| Loss on decline of inventory market price (gain from recovery in the value of inventories) |
140 | 579 | 246 | T14) |
None of inventories held by the Group were pledged as of June 30, 2019, December 31 and June 30, 2018.
(d) Non-current assets classified as held for sale
The Company's board of directors approved a resolution of Unison's dissolution on December 7, 2016. Unison commenced the liquidation procedure in 2017, and would expect to complete the dissolution within 1 year. The details were as follows:
| June 30, | December 31, | June 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Cash and cash equivalents | 10,290 | 11,257 | 12,618 |
Property, plant and equipment (e)
The cost and depreciation of the property, plant and equipment of the Group are as follows:
| Cost: | Land | Buildings | Machinery and equipment |
Transportation equipment |
Office equipment |
Miscellaneous equipment |
Construction in progress |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2019 | s | 4,817,823 | 4,065,638 | 4,840,509 | 107,383 | 218,809 | 1,180,089 | 298,900 | 15,529,151 |
| Additions | ٠ | 61,884 | 6,976 | 1,015 | 2,039 | 38,665 | 438,615 | 549,194 | |
| Disposals | (16, 850) | (506) | (253) | (30, 924) | (48, 533) | ||||
| Reclassification | 7,668 | 62,763 | $\overline{a}$ | 376 | 4,053 | (96, 208) | (21, 348) | ||
| Effect of exchange rates changes | 311 | 32,442 | 33,805 | 714 | 1,181 | 10,963 | 1,151 | 80,567 | |
| Balance as of June 30, 2019 | 4,818,134 | 4,167,632 | 4,927,203 | 108,606 | 222,152 | 1,202,846 | 642,458 | 16,089,031 | |
| Balance at January 1, 2018 | s | 4,816,961 | 3,497,333 | 4,449,568 | 100,014 | 203,330 | 1,039,316 | 433,780 | 14,540,302 |
| Additions | ۰ | 3,358 | 103,806 | 2,281 | 2,903 | 31,883 | 159,046 | 303,277 | |
| Disposals | $\overline{\phantom{a}}$ | ٠ | (18, 801) | (1, 546) | ٠ | (5, 544) | (25, 891) | ||
| Reclassification | 289,904 | 10,741 | $\ddot{}$ | 4,536 | 501 | (295, 576) | 10,106 | ||
| Effect of exchange rate changes | 632 | 63,393 | 64,295 | 1.394 | 2,399 | 20,429 | 5,936 | 158,478 | |
| Balance as of June 30, 2018 | 4,817,593 | 3,853,988 | 4,609,609 | 102,143 | 213,168 | 1,086,585 | 303,186 | 14,986,272 |
| Land | Buildings | Machinery and equipment |
Transportation equipment |
Office equipment |
Miscellaneous equipment |
Construction in progress |
Total | ||
|---|---|---|---|---|---|---|---|---|---|
| Depreciation: | |||||||||
| Balance at January 1, 2019 | s | 1,189,508 | 3,286,446 | 72,409 | 175,026 | 768,613 | 5,492,002 | ||
| Depreciation | ۰ | 88,722 | 232,543 | 5,386 | 8,134 | 70,414 | 405,199 | ||
| Disposals | (15,769) | (506) | (254) | (30, 923) | (47, 452) | ||||
| Effect of exchange rate changes | 7,447 | 21,402 | 467 | 875 | 7,016 | 37,207 | |||
| Balance as of June 30, 2019 | 1,285,677 | 3,524,622 | 77,756 | 183,781 | 815,120 | 5,886,956 | |||
| Balance at January 1, 2018 | S | 1,005,556 | 2,786,154 | 61,189 | 154,813 | 615,885 | 4,623,597 | ||
| Depreciation | 78,870 | 240,778 | 5,977 | 9,218 | 61,514 | 396,357 | |||
| Disposals | (10, 972) | (1, 546) | (12, 518) | ||||||
| Effect of exchange rate changes | 13,756 | 40,101 | 871 | 1,661 | 12,974 | 69,363 | |||
| Balance as of June 30, 2018 | 1,098,182 | 3,056,061 | 66,491 | 165,692 | 690,373 | 5,076,799 | |||
| Carrying amounts: | |||||||||
| Balance at December 31, 2018 | 4,817,823 | 2,876,130 | 1,554,063 | 34,974 | 43,783 | 411,476 | 298,900 | 10,037,149 | |
| Balance as of June 30, 2019 | 4,818,134 | 2,881,955 | 1,402,581 | 30,850 | 38,371 | 387,726 | 642,458 | 10,202,075 | |
| Balance as of June 30, 2018 | 4,817,593 | 2,755,806 | 1,553,548 | 35,652 | 47,476 | 396,212 | 303,186 | 9,909,473 |
The property, plant and equipment are pledged or mortgaged as collateral for loans as of June 30, 2019, December 31 and June 30, 2018, please refer to Note 8.
$(f)$ Other current or non-current assets
Current:
| June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
||
|---|---|---|---|---|
| Tax refund receivables | \$ | 176,801 | 130,912 | 158,956 |
| Payment in advance | 126,275 | 65,065 | 61,484 | |
| Prepaid expense | 26,056 | 71,805 | 132,636 | |
| Prepaid sales tax | 42,985 | 24,736 | 5,640 | |
| Other financial assets | 3,067 | 4,113 | 3,848 | |
| Others | 18,977 | 20,310 | 36,199 | |
| S | 394,161 | 316,941 | 398,763 |
Non-current:
| June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
||
|---|---|---|---|---|
| Prepayments for equipment | \$ | 220,490 | 281,507 | 154,037 |
| Prepayments for land purchase | 80,895 | |||
| Long-term prepaid rents | 354,953 | 357,916 | 339,595 | |
| Refundable deposits | 3,617 | 3,161 | ||
| Others | 402 | 633 | 16,119 | |
| S | 579,462 | 643,217 | 590,646 |
Long-term prepaid rents is the contract for right of use of land for constructing factories and dorms. This contract was signed among the Group, and local authorities of Vietnam.
Short-term borrowings $(g)$
Details of short-term borrowings of the Group are as follows:
| June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
|
|---|---|---|---|
| Unsecured bank loans | S 1,879,405 |
1,629,979 | 1,567,776 |
| Unused quota | 5,831,760 | 6,150,541 | 6,166,931 |
| Range of interest rates | $1.8\% \sim 3.44\%$ | $1.8\% \sim 3.65\%$ | $1.8\%$ ~3.019% |
None of the Group's assets were pledged as collaterals to secure bank loans.
- Employee benefits $(h)$
- $(i)$ Defined benefit plan
Subsequent to December 31, 2017 there was no apparent evidence of any material market volatility, material curtailment, reimbursement and settlement, or other material onetime events. Therefore, pension costs in the interim consolidated financial statements is measured and disclosed according to the respective actuarial report for the years ended December 31, 2018 and 2017.
Employee's benefits liabilities of the Group are as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Operating cost | 92 | 209 | 191 | 434 | |
| Selling expense Administrative |
138 | 305 | 274 | 624 | |
| expense | 165 | 348 | 325 | 718 | |
| 395 | 862 | 790 | 1,776 |
(ii) Defined contribution plan
The pension costs that were contributed to Bureau of Labor Insurance or local relevant authorities were as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Operating cost | \$ 16,219 |
13,232 | 31,514 | 25,695 | |
| Selling expense | 5,039 | 4,741 | 9,992 | 9,290 | |
| Administrative expense |
4,578 | 4,083 | 9,089 | 8,175 | |
| R&D expense | 416 | 408 | 810 | 818 | |
| 26,252 | 22,464 | 51,405 | 43,978 |
$(i)$ Income tax
$(i)$ Income tax expense
The details of income tax expense were as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Current tax expense | \$ 344,292 |
323,811 | 570,300 | 547,559 | |
| Deferred tax expense | |||||
| Change of income tax rate |
(10, 653) | ||||
| Total income tax expense |
344,292 | 323,811 | 570,300 | 536,906 |
Income tax approved $(ii)$
The Company's income tax returns through 2017 have been examined by the R.O.C. tax authority.
Stockholders' equity $(i)$
Except for those described below, there was no material change in equity for the six months ended June 30, 2019 and 2018. Please refer to Note $6(i)$ of the consolidated financial statements for the year ended December 31, 2018 for other relevant disclosures of equity.
$(i)$ Retained earnings
According to the Company's articles of incorporation, 10% of annual net earnings (net of income taxes), after deducting accumulated deficits, must be set aside as legal reserve. The remaining portion is to be distributed upon a proposal by the board of directors and approval in an annual shareholders' meeting.
The Company is now in the growth stage and has a plan to expand the product line. Due to the need for capital to fulfill the plan, the policy for dividend distribution should reflect factors such as investment planning, financial structure, future fund requirements, and status of earnings. In a normal consideration, the percentage of earnings distribution shall not be less than fifty percent of the net earnings of the current year after compensating for accumulated deficits, if any. The board of directors shall make the distribution proposal, and it is then approved at the shareholders' meeting. The ratio for distributing cash dividends shall not be lower than 20% of the total distribution.
$1)$ Earnings appropriation and distribution
Earnings distributions for 2018 and 2017 were decided via the annual general meeting of the shareholders held on June 18, 2019 and June 14, 2018, respectively. The relevant dividend distributions to shareholders were as follows:
| 2018 | 2017 | |||||
|---|---|---|---|---|---|---|
| rates(dollars) | amount | rates(dollars) | amount | |||
| Dividends distributed to common stock shareholders: |
||||||
| Cash | 11.00 | 3,018,038 | 9.50 | 2,606,487 |
As mentioned above, please browse through the relative information approved during the board of directors' and shareholder's meeting on Market Observation Post System website of the Taiwan Stock Exchange.
Other equity (net of income tax) $(ii)$
| Financial statements translation differences from foreign operations |
|
|---|---|
| Balance, January 1, 2019 | \$ (6, 862) |
| Exchange differences on translation of foreign financial statements |
42,753 |
| Balance, June 30, 2019 | 35,891 |
| Balance, January 1, 2018 | \$ (104, 100) |
| Exchange differences on translation of foreign financial statements |
86,190 |
| Balance, June 30, 2018 | (17,910) |
(Continued)
Earnings per share $(k)$
The basic earnings per share were calculated as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
|||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||
| Basic earnings per share | ||||||
| Net income attributable to common stockholders |
\$ 1,070,310 |
1,209,037 | 1,971,244 | 2,100,724 | ||
| Weighted average number of ordinary shares outstanding (in thousands) |
274,367 | 274,367 | 274,367 | 274,367 | ||
| Basic earnings per share(in dollars) |
3.90 \$ |
4.41 | 7.18 | 7.66 | ||
| For the three months ended June 30 |
For the six months ended June 30 |
|||||
| 2019 | 2018 | 2019 | 2018 | |||
| Diluted earnings per share | ||||||
| Net income attributable to common stockholders |
1,070,310 S |
1,209,037 | 1,971,244 | 2,100,724 | ||
| Weighted average number of ordinary shares outstanding (basic) (in thousands) |
274,367 | 274,367 | 274,367 | 274,367 | ||
| Effect on employee's profit sharing bonus (in thousand) |
6 | 24 | 6 | 24 | ||
| Weighted average number of ordinary shares outstanding (diluted) (in thousands) |
274,373 S |
274,391 | 274,373 | 274,391 | ||
| Diluted earnings per share (in dollars) |
\$ 3.90 |
4.41 | 7.18 | 7.66 |
Revenue from contracts with customers $(1)$
Disaggregation of revenue $(i)$
| For the three months ended June 30, 2019 |
For the three months ended June 30, 2018 |
|||||
|---|---|---|---|---|---|---|
| Clothing | Knitted | Clothing | Knitted | |||
| Main market: | ||||||
| Americas | \$ | 3,702,079 | 192,769 | 3,564,099 | 94,875 | |
| Asia | 368,601 | 1,682,752 | 443,809 | 1,989,153 | ||
| Europe | 555,422 | 613 | 458,382 | 606 | ||
| the Middle East | 21,159 | 141,444 | 14,995 | 131,388 | ||
| Africa | 6,836 | 153,424 | 4,369 | 157,352 | ||
| Others | 69,424 | 44,804 | 52,336 | 10,047 | ||
| S | 4,723,521 | 2,215,806 | 4,537,990 | 2,383,421 | ||
| Main product: | ||||||
| Knitted fabrics | \$ | 2,215,806 | 2,383,421 | |||
| Clothing | 4,723,521 | 4,537,990 | ||||
| S | 6,939,327 | 6,921,411 | ||||
| For the six months ended June 30, 2019 |
For the six months ended June 30, 2018 |
|||||
| Clothing | Knitted | Clothing | Knitted | |||
| Main market: | ||||||
| Americas | \$ | 7,551,335 | 263,364 | 7,762,039 | 153,533 | |
| Asia | 736,121 | 2,950,398 | 825,075 | 3,245,185 | ||
| Europe | 908,286 | 2,650 | 820,096 | 1,317 | ||
| the Middle East | 28,225 | 261,439 | 24,732 | 295,368 | ||
| Africa | 8,380 | 212,920 | 9,134 | 246,613 | ||
| Others | 118,192 | 142,314 | 96,203 | 22,285 | ||
| S | 9,350,539 | 3,833,085 | 9,537,279 | 3,964,301 | ||
| Main product: | ||||||
| Knitted fabrics | \$ | 3,833,085 | 3,964,301 | |||
| Clothing | 9,350,539 13,183,624 |
9,537,279 13,501,580 |
$\mathcal{L}_{\text{max}}$
(m) Employees' profit sharing bonus
The Company's articles of incorporation require that earnings shall first be offset against any deficit, then, a minimum of 0.1% will be distributed as employee profit sharing bonus which is to be decided upon a proposal by the board of directors, and then approved at the shareholders' meeting. Qualified employees are entitled to stock and cash distribution of the Company.
For the six months ended June 30, 2019 and 2018, the employee profit sharing bonuses were calculated based on the Company's income (excluding tax, as well as employee profit sharing bonus) and earnings allocation percentage as stated under the Company's articles of incorporation. We did not estimate the liabilities due to the minor estimated expense for the six months ended June 30, 2019 and 2018. The differences between the amounts approved in the shareholders' meeting and those recognized in the consolidated financial statements, if any, are accounted for as a changes in accounting estimate and recognized as profit or loss in the following year.
The estimated employee's profit sharing bonuses each amounted to 6,000 thousands for 2018 and 2017.
There were no difference between the estimated and distributed employee's profit sharing bonuses approved by the BOD for the year ended December 31, 2018 and $2017$ , related information can be obtained from the Market Observation Post System website of the Taiwan Stock Exchange.
- $(n)$ Results from non-operating activities
- $(i)$ Other income
The Group's other income were as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Interest income-bank deposit |
7.959 | 4.411 | 13,202 | 5,106 | |
| Other | 2,424 | 2,423 | 4,862 | 4,861 | |
| 10,383 | 6,834 | 18,064 | 9,967 |
Other gains and losses, net $(ii)$
The Group's other gains and losses were as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Foreign exchange gain \$ | 36,809 | 191,526 | 66,680 | 138,802 | |
| Loss on transaction for property |
(62) | (1,045) | (7, 436) | ||
| Others | (353) | (224) | 2,534 | 7,933 | |
| Gain on disposal of investments |
217 | 217 | |||
| 36,673 | 191,240 | 68,386 | 139,299 |
(iii) Finance costs
The details of finance costs were as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
|||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||
| Bank borrowings | \$ | 16,517 | 9,496 | 32,774 | 16,298 | |
| Others | 1.157 | 3,074 | 2,599 | 5,886 | ||
| S | 17,674 | 12,570 | 35,373 | 22,184 |
$(0)$ Financial instruments
There were no material changes of financial instruments for the six months ended June 30, 2019 and 2018 except for the mention as follows. Please refer to Note $6$ (p) of the consolidated financial report of 2018 for further information.
- $(i)$ Exchange rate risk
- $1)$ Exposure to currency risk
The Group's significant exposure to foreign currency risk was as follows:
| June 30, 2019 | December 31, 2018 | June 30, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Foreign currency |
Exchange rate |
NTD | Foreign currency |
Exchange rate |
NTD | Foreign currency |
Exchange rate |
NTD | |
| Financial assets | |||||||||
| Monetary items | |||||||||
| USD | \$ 160,466 |
31.06 | 4.984.074 | 188,341 | 30.715 | 5.784.894 | 185,345 | 30.46 | 5,645,609 |
| Financial liabilities | |||||||||
| Monetary items | |||||||||
| USD | 46,398 | 31.06 | 1,441,122 | 39,572 | 30.715 | 1,215,454 | 39,620 | 30.46 | 1,206,825 |
$2)$ Sensitivity analysis
The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, bank borrowings and accounts payable. A 1% depreciation or appreciation of the TWD against the USD as of June 30, 2019 and 2018 would have increased or decreased the net income after tax by \$28,343 thousand and \$35,510 thousand respectively. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases. The analysis is based on the same basis.
$3)$ Foreign currency gain or loss on monetary items
The realized and unrealized exchange gain amounted to \$66,680 thousand and $($138,802)$ thousand, at the average rates of 30.983 and 29.537 for the six months ended June 30, 2019 and 2018, respectively.
Interest rate analysis $(ii)$
For floating rate liabilities, the analysis assumes that the balances of outstanding liabilities on the reporting date have been outstanding for the whole period, and their rational change intervals are being estimated. If the interest rate increases/decreases by 1%, representing the reasonable interest rates changes made by management.
If the interest rate increases/decreases by 1%, the Group's net income will decrease/increase by $$7,876$ thousand and $$1,367$ thousand for the six months ended June 30, 2019 and 2018, respectively, with all other variable factors that remain constant. This is mainly due to the Group's borrowings in variable rates.
(iii) Fair value
The Group's management considers its financial assets and financial liabilities measured at amortized cost to be the approximation of the fair value
$(p)$ Financial risk management
The policies and the objectives of the financial risk management are consistent with those disclosed in Note 6(q) of the consolidated financial statement for the year ended December 31, 2018.
Capital management $(q)$
The objectives, policies, and procedures are the same as those stated in the consolidated financial statement for the year ended December 31, 2018. There was no material change on quantitative data of the capital management. For relevant information, please refer to Note $6(r)$ of the consolidated statement for the year ended December 31, 2018.
(7) Related-party transactions:
Names and relationship with related parties $(a)$
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
| Name of related party | Relationship with the Group |
|---|---|
| E&I Printing Company Limited (E&I printing) | Associate |
| Best Information Co., Ltd (Best) (Note) | Associate |
| Yi Yuan CO., Limited (Yi Yuan) | The entity's chairman is the first immediate family of the chairman of the Company |
Note: The Company sold the entire shareholding of Best on April 15, 2019, so Best has not been the related party of the Company since that date.
- Material transactions among related parties $(b)$
- Purchasing and processing $(i)$
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Associates | 6.495 | 11.270 | 7.232 |
Purchasing price to subsidiaries is the same as to general purchases. The term for payables is O/A 30 to 60 days.
(ii) Receivables from related parties
| Account | Types of related parties |
June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
||
|---|---|---|---|---|---|---|
| Notes receivable | Associates | $\blacksquare$ | 53 | 52 | ||
| Notes receivable | Other related parties | 158 | 158 | |||
| Accounts receivable |
Associates | Q | ||||
| 167 | 53 | 210 |
(iii) Payables to related parties
| Account | Types of related parties |
June 30, 2019 |
December 31, 2018 |
June 30, 2018 |
|---|---|---|---|---|
| Accounts payable -related parties |
Associates | 2.754 | 1.926 | 1,208 |
(iv) Guarantees and endorsements
The Company guarantees and endorsements for related parties are as follows:
| June 30. | December 31. | June 30, | |
|---|---|---|---|
| Types of related parties | 2019 | 2018 | 2018 |
| Subsidiaries | 1,506,410 | 1,489,678 | 1,477,310 |
$(v)$ Lease
| June 30 | For the three months ended | For the six months ended June 30 |
|||
|---|---|---|---|---|---|
| Types of related parties | 2019 | 2018 | 2019 | 2018 | |
| Associates | $\blacksquare$ | 150 | 150 | 300 | |
| Other related parties | 75 | 75 | 150 | 150 | |
| 75. | 225 | 300 | 450 |
The Group charged their rentals based on the local market prices which are paid monthly.
(vi) Others
| Software maintenance | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| For the three months ended June 30 |
For the six months ended June 30 |
||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||
| Associates | 78 | 122 | 160 | ||||||
| Donations | |||||||||
| For the three months ended June 30 |
For the six months ended June 30 |
||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||
| Associates | 2,000 | 2,000 | 2,000 | 2,000 | |||||
(c) Key management personnel transactions
Key management personnel compensation comprised:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Short-term employee benefits \$ | 6.856 | 6.637 | 96,615 | 84,746 |
Cars provided to key management personnel:
| June 30, 2019 |
June 30, 2018 |
June 30, 2018 |
||
|---|---|---|---|---|
| Cost | 28,638 ъĐ |
28,638 | 26,484 | |
| Numbers | ٨D | - | ||
| Book value | 6,602 | 7,843 | 7,233 |
$\hat{\mathbf{v}}$
(8) Pledged assets:
The Group's pledged assets are as follows:
| Pledged assets | Pledged to secure | June 30, 2019 |
December 31. 2018 |
June 30, 2018 |
|---|---|---|---|---|
| Other financial assets -current |
Natural gas and electricity security deposit |
3,067 | 4,113 | 3,848 |
| Land | Medium to long term financing |
3,381,772 | 3,381,772 | $\overline{\phantom{0}}$ |
| 3,384,839 | 3,385,885 | 3,848 |
(9) Commitments and contingencies:
(a) The balance of unused letters of credit of the Group was as follows:
| June 30, | December 31, | June 30, | |
|---|---|---|---|
| 2019 | 2018 | 2018 | |
| Unused letters of credit | 137,617 129.807 |
234,073 |
(b) Contingent liabilities:
The Group served as the guarantor of ECLAT CAYMAN, and the balances of short-term borrowings with the banks were as follows:
| June 30, | December 31, | June 30, | |||
|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | |||
| 16,500 | 16,500 | 16,500 |
(10) Losses due to major disasters: None.
(11) Subsequent events: None.
$(12)$ Other:
$(a)$ The Group's employee benefits, depreciation and amortization expenses, categorized by function, were as follows:
| For the three months ended June 30, 2019 |
For the three months ended June 30, 2018 |
|||||
|---|---|---|---|---|---|---|
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits | ||||||
| Salary | 533,638 | 281,553 | 815,191 | 477,918 | 277,498 | 755,416 |
| Labor and health insurance | 45,807 | 20,102 | 65,909 | 45,037 | 20,194 | 65,231 |
| Pension | 16,311 | 10,194 | 26,505 | 13,441 | 9,885 | 23,326 |
| Director's remuneration | 1,837 | 1,837 | 1,110 | 1,110 | ||
| Others | 36,639 | 13,602 | 50,241 | 35,829 | 14,369 | 50,198 |
| Depreciation | 173,359 | 28,278 | 201,637 | 166,547 | 33,148 | 199,695 |
| Amortization | 2,744 | 3,211 | 5,955 | 407 | 3,016 | 3,423 |
| For the six months ended June 30, 2019 |
For the six months ended June 30, 2018 |
|||||
|---|---|---|---|---|---|---|
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits | ||||||
| Salary | 1,044,138 | 598,460 | 1,642,598 | 1,000,796 | 541,752 | 1,542,548 |
| Labor and health insurance | 94,541 | 52,653 | 147,194 | 89,991 | 47,545 | 137,536 |
| Pension | 31,705 | 20,490 | 52,195 | 26,129 | 19,625 | 45,754 |
| Director's remuneration | 3,702 | 3,702 | 2,170 | 2,170 | ||
| Others | 69,940 | 28,103 | 98,043 | 69,231 | 28,255 | 97,486 |
| Depreciation | 358,066 | 62,294 | 420,360 | 331,470 | 64,887 | 396,357 |
| Amortization | 5,228 | 6,901 | 12,129 | 973 | 5,874 | 6,847 |
The operation of the Group is not having material influence by seasonality and periodicity. $(b)$
$(c)$ Discontinued operation
The Group's board of directors approved Unison's dissolution on December 7, 2016, and launched its liquidation procedure in 2017. The operation result and cash flow of discontinued operation were as follows:
| For the three months ended June 30 |
For the six months ended June 30 |
||||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Result of discontinued operations: |
|||||
| Operating expenses | \$. | (519) | (544) | (1,115) | (1, 175) |
| Gross loss | (519) | (544) | (1,115) | (1, 175) | |
| Non-operating income and expense |
(1,673) | 10 | (1,665) | 20 | |
| Loss from discontinued operations, net of tax |
(2,192) | (534) | (2,780) | (1,155) | |
| Basic earnings per share | (0.01) | (0.01) | |||
| Diluted earnings per share | (0.01) | (0.01) | |||
| Cash flow of discontinued operations |
|||||
| Cash outflow generated from operating activities |
(650) | (678) | (967) | (1,058) |
(13) Other disclosures:
(a) Information on significant transactions:
The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Group for the six months ended June 30, 2019:
(i) Loans to other parties:
| Collateral | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Highest balance of financing to |
Actual usage amount |
Range of | Purposes of fund interest rates financing for |
Transaction amount for business |
Reasons for |
Allowance | Individual | Maximum | |||||||||
| Name of | Name of | Related | other parties | Ending balance | during the | during the the borrower between two | short-term | for bad | funding loan limit of fund | ||||||||
| Number | lender | borrower | Account name | party | during the period | (note 1) | period | period | (note 2) | parties | financing | debt | Item | Value | limits | financing | Note |
| 01 | Eclat | Fabrics | Other | Yes | 372,720 | 372,720 | 124,240 2.85%-3% | $\overline{2}$ | $\blacksquare$ | Operating | $\ddot{\phantom{0}}$ | 3,176,445 | 3,573,500 | (Note 3) | |||
| Cayman | receivables | (USD12,000) | (USD12,000) | (USD4,000) | capital | (Note) | (Note) | (Note 4) | |||||||||
| 01 | Eclat | Eclat Textile Other | Yes | 31,060 | 31,060 | 2 | Operating | 3,176,445 | 3,573,500 | (Note 4) | |||||||
| Cayman | (VN) | receivables | (USD1,000) | (USD1,000) | capital | (Note) | (Note) | ||||||||||
| 01 | Eclat | Colltex | Other | Yes | 217,420 | 217,420 | Operating | 3,176,445 | 3,573,500 | (Note 4) | |||||||
| Cayman | receivables | (USD7,000) | (USD7,000) | capital | (Note) | (Note) | |||||||||||
| 01 | Eclat | E-TOP (VN) Other | Yes | 264,010 | 264,010 | Operating | $\blacksquare$ | 3,176,445 | 3,573,500 | [Note 4] | |||||||
| Cayman | receivables | (USD8, 500) | (USD8, 500) | capital | (Note) | (Note) | |||||||||||
| 01 | Eclat | Eclat Textile Other | Yes | 212,761 | 212,761 | 31,060 | 3% | $\Delta$ | Operating | 3,176,445 | 3,573,500 | (Note3) | |||||
| Cayman | (Cambodia) receivables | (USD6, 850) | (USD6,850) | (USD1,000) | capital | (Note) | (Note) | (Note 4) | |||||||||
| 01 | Eclat | Eclat | Other | Yes | 31,060 | 31,060 | 20,189 | 3% | Operating | 3,176,445 | 3,573,500 | (Note3) | |||||
| Cayman | Enterprise | receivables | (USD1,000) | (USD1,000) | (USD650) | capital | (Note) | (Note) | (Note 4) | ||||||||
| 01 | Eclat | TAI-YUAN Other | Yes | 201,890 | 201,890 | 124,240 285%-3% | Operating | 3,176,445 | 3,573,500 | (Note 3) | |||||||
| Cayman | (VN) | receivables | (USD6, 500) | (USD6, 500) | (USD4,000) | capital | (Note) | (Note) | (Note 4) |
Note :The total financing amount of Eclat Cayman should not exceed 90% of the net equity of its latest financial statements; individual financing should not exceed 80% of its net equity on its latest financial statements
Note 1: Approved by BOD.
Note 2: Way of nature of lending: 1 for counterparties and 2 for short-term financing.
Note 3:Transaction listed above have been eliminated during preparing consolidated financial statements.
Note 4: The exchange rate as of June 30, 2019 is USD 1 to NTD 31.06.
(ii) Guarantees and endorsements for other parties:
(In thousands of NTD / USD)
| Ratio of | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Counter-party of | Limit on | accumulated | Parent | Subsidiary | Endorsements | ||||||||
| guarantee and | amount of | Highest | Balance of | Property | amounts of | company | endorsements/ guarantees to | ||||||
| endorsement | guarantees and | balance for | guarantees | pledged for | guarantees and | Maximum | lendorsements/l | guarantees | third parties | ||||
| Relationship | endorsements euarantees and | and | Actual usage | guarantees | endorsements to | amount for | guarantees to ito third parties | on behalf of | |||||
| No. | Name of I | Name | with the | for each | endorsements | l endorsements | amount | and | net worth of the lguarantees and third parties on on behalf of | companies in | |||
| guarantor | Company | enterprise | during | as of reporting | during the endorsements | latest financial | endorsements | behalf of | parent | Mainland | |||
| (note 3) | (note 1) | the period | date | period | (Amount) | statements | (note 2) | subsidiary | company | China | |||
| 00 1 | The | Eclat | 4.777.482 | 1,506,410 | 1.506.410 | 9.50% | 7.962.470 | ||||||
| Company | Cavman | (USD48,500) | |||||||||||
Note 1: Guarantees amount provided to single entity must not exceed 30% of the Company's net value disclosed in the recent financial statements.
Note 2: Total guarantees amount provided must not exceed 50% of the Company's net value disclosed in the recent financial statements.
Note 3: Relationship with the Company:
- Ordinary business relationship. 2. Subsidiary which own more than 50% by the guarantor.
3.An investce owned more than 50% in total by both the guarantor and its subsidiary.
4.An investee owned more than 90% by the guarantor or its subsidiary.
5.Fulfillment of contractual obligations by providing mutual endorsements and guarantees for peer or joint builders in order to undertake a construction project.
-
An entity that is guaranteed and endorsed by all capital contributing shareholders in proportion to their shareholding percentages
-
The companies in the same industry provide among themselves joints and several securities for a performance guarantee of a sales contract for pre- construction homes pursuant to the Consumer Protection Act for each othe
Note 4: The exchange rate as of June 30, 2019 is USD 1 to NTD 31.06
- (iii) Securities held as of June 30, 2019 (excluding investment in subsidiaries, associates and joint ventures): None.
- (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT\$300 million or 20% of the capital stock: None.
- $(v)$ Acquisition of individual real estate with amount exceeding the lower of NT\$300 million or 20% of the capital stock: None.
- (vi) Disposal of individual real estate with amount exceeding the lower of NT\$300 million or 20% of the capital stock: None.
- (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT\$100 million or 20% of the capital stock:
| Transaction details | Transactions with terms different from others |
Notes/Accounts receivable (payable) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
Related party | Nature of relationship |
Purchase/ (Sale) |
Amount | Percentage of total purchases/sales |
Payment terms |
Unit price | Payment terms | Ending balance | Percentage of total notes/accounts receivable (payable) |
Note |
| The Company | Eclat Textile (VN) |
Indirectly held subsidiaries |
processing | 688,019 | 19.23% (Note) |
30 days | (Note2) | (Note2) | Account payable (182, 735) |
$(9.85)\%$ | (Notel) |
| Eclat Textile (VN) |
The Company | Parent company | (sales) | (688, 019) | (100.00)% | 30 days | (Note2) | (Note2) | Account receivable 182,735 |
100.00% | (Notel) |
| The Company | Fabrics | Indirectly held subsidiaries |
purchasing | 806,584 | 14.92% | 30 days | (Note2) | (Note2) | Account payable (77, 143) |
$(4.16)\%$ | (Notel) |
| Fabrics | The Company | Parent company | (sales) | (806, 584) | (96.74)% | 30 days | (Note2) | (Note2) | Account receivable 77.143 |
96.92% | (Notel) |
| The Company | E-TOP (VN) | Indirectly held subsidiaries |
processing | 439,475 | 12.36% (Note) |
30 days | (Note2) | (Note2) | Account payable (36, 800) |
(1.98)% | (Notel) |
| E-TOP (VN) | The Company | Parent company | (sales) | (439, 475) | $(95.82)\%$ | 30 days | (Note2) | (Note2) | Account receivable 36.800 |
96.76% | (Notel) |
| The Company | Colltex | Indirectly held subsidiaries |
processing | 247,130 | 6.95% (Note) |
30 days | (Note2) | (Note2) | Account payable (25, 911) |
$(1.40)\%$ | (Notel) |
| Colltex | The Company | Parent company | (sales) | (247, 130) | $(98.56)\%$ | 30 days | (Note2) | (Note2) | Account receivable 25,911 |
99.64% | (Notel) |
| The Company | Eclat Textile (Cambodia) |
Indirectly held subsidiaries |
processing | 201,061 | 5.64% (Note) |
30 days | (Note2) | (Note2) | Account payable (21, 218) |
(1.14)% | (Note1) |
| Eclat Textile (Cambodia) |
The Company | Parent company | (sales) | (201, 061) | (100.00)% | 30 days | (Note2) | (Note2) | Account receivable 21.218 |
100.00% | (Notel) |
Note: Percentage on processing expense
Note 1: Transaction listed above have been eliminated during preparing consolidated financial statements.
Note 2: The same as general processing / purchasing / sales
(viii) Receivables from related parties with amounts exceeding the lower of NT\$100 million or 20% of the capital stock:
(In thousands of NTD / USD)
(In thousands of New Taiwan Dollars)
| Name of | Nature of | Ending | Turnover | Overdue | Amounts received in 1 | Allowance | |||
|---|---|---|---|---|---|---|---|---|---|
| company | Counter-party | relationship | balance | rate | Amount | Action taken | subsequent period | for bad debts | Note |
| Eclat Cavman | abrics . | Subsidiarv | 124.240 | (Note) | (Notel) | ||||
| Eclat Cayman | TAI-YUAN (VN) | Subsidiarv | (USD4,000) 124.240 |
(Note) | (Notel) | ||||
| Eclat Textile (VN) | The Company | Parent company | (USD4.000) 182.735 (USD5.883) |
10.74 | (Notel) |
Note: The ending balance primarily consisted of receivables from related parties, which is not applicable for the calculation of turnover. Note 1: Transaction listed above have been eliminated during preparing consolidated financial statements.
Note 2: The exchange rate as of June 30, 2019 is USD 1 to NTD 31.06.
(ix) Trading in derivative instruments: None.
33
(x) Business relationships and significant intercompany transactions:
(In Thousands of New Taiwan Dollars)
| Nature of | Intercompany transactions | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| No. | Name of company Name of counter-party | relationship | Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
|||
| Fabrics | The Company | Sales | 806,584 The same as general sales | 6.12% | |||||
| Eclat Textile (VN) The Company | Processing revenue | 688,019 The same as general processing |
5.22% | ||||||
| Colltex | The Company | Processing revenue | 247,130 The same as general processing |
1.87% | |||||
| 4 | $E-TOP(VN)$ | The Company | Processing revenue | 439,475 The same as general processing |
3.33% | ||||
| Eclat Textile (Cambodia) |
The Company | Processing revenue | 201,061 The same as general processing |
1.53% | |||||
Note 1: Numbers are filled in as follows:
1.0 represents the parent company.
- Subsidiaries are numbered from 1.
Note 2: Classification of relation with counterparty is listed as follows:
-
Parent to subsidiary.
-
Subsidiary to parent.
-
Between subsidiaries.
(b) Information on investees:
The following is the information on investees for the six months ended June 30, 2019 (excluding information on investees in Mainland China):
| Main | Original investment amount | Balance as of June 30, 2019 | Net income | Share of | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investor | Name of | businesses and products | Shares | Percentage of | Carrying value | (losses) | profits/losses | ||||
| investee | Location | June 30, 2019 | December 31, 2018 | (thousands) | ownership | (note) | of investee | of investee | Note | ||
| The Company | Best | Taiwan | Computer equipment installation, software retailing and international commerce |
8.739 | 썲 | (1, 219) | (2,400) Investee compan under equity method (Note 3) |
||||
| The Company | Grand Elite | British Virgin Islands | Investments in securities, real estate, and manufacturing industry |
436,983 (USD14,069) |
436,983 (USD14,069) |
35 | 100,00% | (40, 133) | 3,443 | 3,443 | Subsidiaries (Notel) (Note2) |
| The Company | Eclat Cayman | Cayman Islands | Investments in securities, real estate, and manufacturing industry |
3,978,320 (USD128,085) |
3,978,320 (USD128,085 |
123,759 | 100.00% | 3,950,056 | 19,001 | 19,001 | Subsidiaries (Notel) (Note2) |
| Grand Elite | Eclat Textile (Cambodia) |
Cambodia | Design manufacture, processing and sale of clothing |
248,480 (USD8,000) |
248,480 (USD8,000) |
8,000 | 100.00% | (113,791) | 3,278 | 3,278 | Subsidiaries of Grand Elite (Notel) (Note2) |
| Eclat Cayman | Colltex | Vietnam | Design manufacture, processing and sale of clothing |
495,562 (USD15,955) |
495,562 (USD15,955) |
16,800 | 100.00 % | 499,267 | (30, 131) | (30, 868) | Subsidiaries of Eclat Cayman (Note1) (Note2) |
| Eclat Cayman | E-TOP(VN) | Vietnam | Design, manufacture, processing and sale of clothing |
1,118,160 (USD36,000) |
1,118,160 (USD36,000) |
36,000 | 100 00 % | 1,197,023 | 68,713 | 69,070 | Subsidiaries of Eclat Cayman (Note1) (Note2) |
| Eclat Cavman | Eclat Enterprise Cambodia | Investments in securities, real estate, and manufacturing industry |
31 (USDI) |
31 (USD1) |
100.00 % | (1, 419) | (138) | (138) | Subsidiaries of Eclat Cayman (Note1) (Note2) |
||
| Eclat Cayman | Eclat Textile (VN) |
Vietnam | Design, manufacture, processing and sale of clothing |
657,571 (USD21, 171) |
657,571 (USD21, 171) |
22,000 | 100 00 % | 775,535 | (28, 667) | (28, 667) | Subsidiaries of Eclat Cayman (Notel) (Note2) |
(In thousands of NTD / USD)
| Main | Original investment amount | Balance as of June 30, 2019 | Net income | Share of | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investor | Name of | businesses and products | Shares | Percentage of | Carrying value | (losses) | profits/losses | ||||
| investee | Location | June 30, 2019 December 31, 2018 | (thousands) | ownership | (note) | of investee | of investee | Note | |||
| Eclat Cayman | Fabrics | Vietnam | Knit fabric mills, printing, | 1,242,400 | 1,242,400 | 40,000 | 100.00% | 1,504,839 | (40, 191) | (30, 684) | Subsidiaries of |
| dveine and finishing mill | (USD40,000) | (USD40,000) | Eclat Cayman | ||||||||
| (Notel) | |||||||||||
| (Note2) | |||||||||||
| Eclat Cayman | TAI-YUAN | Vietnam | Design, manufacture, | 214,780 | 214,780 | 6,800 | 100 00 % | (127, 712) | (12, 958) | (13, 101) | Subsidiaries of |
| (VN) | processing and sale of | Eclat Cayman | |||||||||
| clothing | (USD6, 915) | (USD6,915) | (Notel) | ||||||||
| (Note2) | |||||||||||
| 31.060 | |||||||||||
| Eclat Cayman | E&I Printing | Vietnam | Design, printing, dyeing | 31,060 | 1,000 | 40.00% | 10,329 | (2,692) | (1,077) | Invest company | |
| and finishing mill | (USD1,000) | (USD1,000) | under equity | ||||||||
| method (Note1) |
Note: Accumulated translation is included
Note 1: The exchange rate as of June 30, 2019 is USD 1 to NTD 31.06; the average exchange rate for 2019 is USD 1 to NTD 30.983.
Note 2: Transaction listed above have been eliminated during preparing consolidated financial statements.
Note 3: The Company sold the entire shareholding of Best on April 15, 2019.
(c) Information on investment in mainland China:
The names of investees in Mainland China, the main businesses and products, and other information: $(i)$
(In thousands of NTD / USD)
| Accumulated | Accumulated | Net | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Main | Total | outflow of | Investment flows | outflow of | income | Accumulated | ||||||
| businesses | amount | Method of | investment from | investment from | (losses) | Percentage | Investment | remittance of | ||||
| Name of | and | of paid-in | investment | Taiwan as of | Taiwan as of | of the | of | lincome (losses) | Book | earnings in | ||
| investee | products | capital | (note 1) | January 1, 2019 | Outflow | Inflow | June 30, 2019 | investee | ownership | value | current period | |
| Unison | Design, manufacture, | 174,713 | 132,813 | - | 132,813 | 54.321 | 100.00% | 54.321 | 10.166 | |||
| (Note2) | processing and sale of | (USD5.625) | (USD4,276) | (USD4.276) | ||||||||
| clothing |
Note: There are four kinds of investments
-
Invest in mainland china by remitting through third region.
-
Reinvest in mainland china by establishing investing companies in third region.
-
Reinvest in mainland china by reinvesting in companies in third region.
-
Invest directly in Mainland China's companies.
Notel: The exchange rate as of June 30, 2019 is USD 1 to NTD 31.06; the average exchange rate for 2019 is USD 1 to NTD 30.983.
Note2: Unison has been reclassified to non-current assets held for sale, please refer to note 4(b) and 6(d).
(ii) Limitation on investment in Mainland China:
| Accumulated investment in Mainland China as 1 of June 30, 2019 |
Investment amounts authorized by investment commission. MOEA |
Upper limit on investment |
|---|---|---|
| 132.813 | 132,813 | 9.554.564 |
| (USD 4.276 thousand) | $(USD 4,276$ thousand) |
Note: The exchange rate as of June 30, 2019 is USD 1 to NTD 31.06.
(iii) Significant transactions: None.
(14) Segment information:
(a) The reconciliation of operating segments of the Group is as follows:
| For the three months ended June 30, 2019 | |||||
|---|---|---|---|---|---|
| Knitted | Clothing | Adjustments and eliminated |
Total | ||
| Revenue: | |||||
| From external clients | S | 2,215,806 | 4,723,521 | 6,939,327 | |
| Intersegments | 1,216,153 | 863,743 | (2,079,896) | ||
| Total revenue | 3,431,959 | 5,587,264 | (2,079,896) | 6,939,327 | |
| Profit or loss from reportable segment \$ | 666,404 | 706,742 | 43,648 | 1,416,794 | |
| Profit or loss from reportable discontinued operations |
54,909 | (57, 101) | (2,192) |
| For the three months ended June 30, 2018 | |||||
|---|---|---|---|---|---|
| Knitted | Clothing | Adjustments and eliminated |
Total | ||
| Revenue: | |||||
| From external clients | \$ | 2,383,421 | 4.537,990 | 6,921,411 | |
| Intersegments | 1,642,597 | 816,971 | (2,459,568) | ||
| Total revenue | \$ | 4,026,018 | 5,354,961 | (2, 459, 568) | 6,921,411 |
| Profit or loss from reportable segment \$ | 609,008 | 875,947 | 48,427 | 1,533,382 | |
| Profit or loss from reportable | S | (534) | (534) |
| discontinued operations | |
|---|---|
| For the six months ended June 30, 2019 | |||||
|---|---|---|---|---|---|
| Knitted | Clothing | Adjustments and write off |
Total | ||
| Revenue: | |||||
| From external clients | \$ | 3,833,085 | 9,350,539 | 13,183,624 | |
| Intersegments | 2,234,569 | 1.684.878 | (3,919,447) | ||
| Total revenue | S | 6,067,654 | 11,035,417 | (3,919,447) | 13,183,624 |
| Profit or loss from reportable segment \$ | 975,645 | 1,534,022 | 34,657 | 2,544,324 | |
| Profit or loss from reportable discontinued operations |
ς | 54,321 | (57,101) | (2,780) |
| For the six months ended June 30, 2018 | ||||||
|---|---|---|---|---|---|---|
| Knitted | Adjustments and write off Clothing |
Total | ||||
| Revenue: | ||||||
| From external clients | \$ | 3,964,301 | 9,537,279 | 13,501,580 | ||
| Intersegments | 2,697,878 | 1,707,197 | (4,405,075) | |||
| Total revenue | 6,662,179 | 11,244,476 | (4,405,075) | 13,501,580 | ||
| Profit or loss from reportable segment |
790,837 | 1,804,823 | 43,125 | 2,638,785 | ||
| Profit or loss from reportable discontinued operations |
S | (1,155) | (1, 155) |
$\Delta \sim 10^{-11}$