Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

FEDS Annual Report 2019

Jul 14, 2020

52225_rns_2020-07-14_763756f9-9bed-4ef0-aaa9-0cc342122100.pdf

Annual Report

Open in viewer

Opens in your device viewer

Spokesperson,Deputy Spokesperson, Position,Contact Number, and Email Address

Spokesperson Vice President, James Tang

Tel 886-2-77278168 Fax 886-2-77380752

E-mail [email protected]

Deputy person Yuan-Chuan Chen

Tel 886-2-77278168 Fax 886-2-77380752

Headquarter & Branches

Headquarter 18thfloor, No. 16, Xinzhan Road, Banqiao Tel886-2-77278168
District New Taipei City,
Taipei Branch No. 32, Baoqing Road, Zhongzheng District, Tel886-2-23816088
Taipei City
XinYi Branch No.58, Songren Rd., Sinyi Dist., Taipei City Tel886-2-77500888
Banqiao Xinzhan No. 18 & 28, Xinzhan Road, Banqiao Tel886-2-77054168
Branch District, New Taipei City
Banqiao Branch No. 152, Section 1, Zhongshan Road, Tel886-2-89525678
Banqiao District, New Taipei City
Taoyuan Branch No. 20, Zhongzheng Road, Taoyuan District, Tel886-3-3359811
Taoyuan City
Hsinchu Branch No. 323, Xida Road, East District, Hsinchu Tel886-3-5233121
City
Taichung Branch No. 251, Section 3, Taiwan Boulevard, Xitun Tel886-4-37022168
District, Taichung City
Hualien Branch No. 581, Heping Road, Hualien City Tel886-3-8355588
Chiayi Branch No. 537, Chuiyang Road, West District, Tel886-5-2365137
Chiayi City
Tainan Branch No. 60, Gongyuan Road, West Central Tel886-6-2259101
District, Tainan City
Tainan Chenkong No. 210, Qianfeng Road, East District, Tel886-6-2098999
Branch Tainan City
Kaohsiung Branch No. 21, Sanduo 4th Road, Lingya District, Tel886-7-9728888
Kaohsiung City

Common Share Transfer Agent and Register

Oriental Securities Corporation

Address 13th floor, No. 16, Xinzhan Road, Banqiao District New Taipei City,

Tel 886-2-77531699

Website http://www.osc.com.tw

Auditors

Deloitte & Touche

Auditors Vivian Yeh , CPA

Gary Cho , CPA

Address 20F, No. 100, Songren Rd., Xinyi Dist.,Taipei, 11073, Taiwan

Tel 886-2-27259988

Website http://www.deloitte.com

Overseas Securities Exchange N/A

Corporate Website

http://www.feds.com.tw

Contents

I. LETTER TO SHAREHOLDERS............................................................................................ 1
II. COMPANY PROFILE........................................................................................................ 6
1. DATE OF INCORPORATION ............................................................................................... 6
2. COMPANY HISTORY......................................................................................................... 6
III. CORPORATE GOVERNANCE REPORT............................................................................. 11
1. ORGANIZATION .............................................................................................................. 11
2. DIRECTORS AND MANAGEMENT TEAM .......................................................................... 13
3. REMUNERATION OF DIRECTORS, PRESIDENT, AND VICE PRESIDENTS.............................. 21
4. CORPORATE GOVERNANCE ............................................................................................ 26
5. AUDIT FEES .................................................................................................................... 62
6. INFORMATION FOR CHANGE OF CPA .............................................................................. 63
7. THE COMPANY’ S CHAIRMAN, PRESIDENTS, AND MANAGERS RESPONSIBLE FOR FINANCE
OR ACCOUNTING WHO HAVE HELD A POSITION IN THE CPA OFFICE OR ITS AFFILIATES
WITHIN THE LATEST YEAR ............................................................................................. 63
8. SHAREHOLDING TRANSFERRED OR PLEDGED BY DIRECTORS, MANAGEMENT, AND MAJOR
SHAREHOLDERS WHO HOLDS 10% OF THE COMPANY SHARES OR MORE ...................... 64
9. TOP TEN SHAREHOLDERS BEING THE RELATED PARTY AS DEFINED IN STATEMENT OF
FINANCIAL ACCOUNTING STANDARDS ............................................................................ 65
10. THE SHAREHOLDING OF THE COMPANY, DIRECTOR, SUPERVISOR, MANAGEMENT AND
THE BUSINESS THAT IS CONTROLLED BY THE COMPANY DIRECTLY OR INDIRECTLY ON THE
INVESTED COMPANY ....................................................................................................... 67
IV. CAPITAL OVERVIEW...........................................................................68
1. CAPITAL AND SHARE........................................................................................................ 68
2. CORPORATE BONDS ........................................................................................................ 72
3. PREFERRED SHARES ........................................................................................................ 72
4. ISSUANCE OF OVERSEAS DEPOSITORY RECEIPTS .............................................................. 72
5. EMPLOYEE STOCK OPTIONS ............................................................................................. 72
6. EMPLOYEE RESTRICTED STOCK OPTIONS ......................................................................... 72
7. SHARE ISSUED FOR MERGER OR ACQUISITION ................................................................ 72
8. FUND UTILIZATION PLANS AND STATUS ........................................................................... 72

V. OPERATIONAL HIGHLIGHTS ................................................................ 74 1. BUSINESS ACTIVITIES ....................................................................................................... 74 2. MARKET, PRODUCTION AND SALES OVERVIEW ............................................................ 76 3. EMPLOYEE INFORMATION IN RECENT 2 YEARS UP TO THE ANNUAL REPORT BEING PUBLISHED ........................................................................................................... 78 4. Environmental Protection Expenditure ............................................................................ 79 5. Employee Relations ......................................................................................................... 79 6. IMPORTANT CONTRACTS AND AGREEMENTS ................................................................ 81 VI. FINANCIAL INFORMATION .................................................................. 86 1. FINANCIAL SUMMARY FOR THE LAST FIVE YEARS AND INDEPENDENT AUDITORS’ REPORT ....................................................................................................... 86 2. FINANCIAL RATIO ANALYSIS FOR RECENT FIVE YEARS ...................................................... 89 3. THE AUDIT COMMITTEE’S REVIEW REPORT ..................................................................... 92 4. IMPACT OF THE FINANCIAL DISTRESS OCCURRED TO THE COMPANY AND AFFILIATES IN RECENT YEARS UNTIL THE ANNUAL REPORT BEING PUBLISHED ................. 92 5. 2019 FINANCIAL REPORT (CONSOLIDATED) ..................................................................... 93 6. 2019 FINANCIAL REPORT (STAND-ALONE) ...................................................................... 104 VII. REVIEW AND ANALYSIS OF THE FINANCIAL CONDITION, PERFORMANCE, AND RISK MANAGEMENT ......................................................................... 114 1.REVIEW AND ANALYSIS OF FINANCIAL CONDITIONS ........................................................ 114 2. REVIEW AND ANALYSIS OF FINANCIAL PERFORMANCES ................................................. 114 3. REVIEW AND ANALYSIS OF CASH FLOW .......................................................................... 115 4. MAJOR CAPITAL EXPENDITURES IN RECENT YEARS AND IMPACTS ON FINANCIAL AND OPERATIONAL SITUATIONS ................................................................... 115 5. INVESTMENT POLICIES IN RECENT YEARS, PROFIT AND LOSS ANALYSIS, IMPROVEMENT PLAN, AND INVESTMENT PLAN IN THE COMING YEAR .......................... 116 6. ANALYSIS OF RISK ISSUES ............................................................................................... 116 7. OTHERS .......................................................................................................................... 119 VIII. SPECIAL DISCLOSURE .......................................................................... 120 1. AFFILIATED COMPANIES ................................................................................................. 120

  1. PRIVATE PLACEMENT SECURITIES IN THE LATEST YEARS ................................................. 130 3. THE COMPANY’S SHARES HELD OR DISPOSED BY SUBSIDIARIES IN RECENT YEARS UNTIL THE ANNUAL REPORT BEING PUBLISHED ....................................................................... 130 4. OTHER SUPPLEMENTARY INFORMATION ........................................................................ 130 5. PURSUANT TO THE ARTICLE 36-3-2 OF SECURITY EXCHANGE ACT, EVENT HAVING MATERIAL IMPACT ON SHAREHOLDERS’ EQUITY OR SHARE PRICE IN THE LATEST YEAR UNTIL THE ANNUAL REPORT BEING PUBLISHED ................................. 130

I. Letter to Shareholders

Preface

According to statistics of International Monetary Fund (IMF), world economic growth for 2019 was 2.9%, dropped from 3.7% of the previous year, mostly attributed by: U.S.-China trade conflict, turmoil of Brexit, Japan-Korea trade disputes, and other geopolitical tensions and uncertainties. In 2020, major economic indexes still seem stagnant across major economies, coupled with anti-government demonstrations in the emerging nations causing social turbulence, and the global spread of COVID-19 pandemic, world economy growth shall face with various challenges.

Fueled by transfer order brought by U.S.-China trade war and expediting return of Taiwanese investors, Taiwan’s domestic demand in 2019 performed remarkably and reported annual substantial investment growth of 7.58%, the highest growth in recent eight years. In the upcoming year, thanks to continuous developments of new technologies including 5G telecom and artificial intelligence, active foreign investments in Taiwan, and the government’s optimization of local investment environment, domestic investments are expected to increase steadily to extend moderate economic growth in Taiwan; however, the development of COVID-19 still elevates uncertainty in terms of economic growth.

With the opening of new large-scale outlets, Taiwan department stores’ total sales reached NT$355.2 billion in 2019, up 4.4% year-over-year with consecutive growth for ten years, demonstrating growth momentum of the overall retail consumption. Facing with retail development trends such as new emerging competitions, changes of shopping habits, the increasing importance of shopping experience, Far Eastern Department Stores (FEDS) has been keen to expedite its digital transformation and technology enhancement, focus on customer value and experience. By adopting to digital technology to re-examine the process design of operations, management, and services moving toward a business model more catering to customer needs and expectations. Thanks to the joint efforts by the management team and all of the workforce, in 2019 FEDS continued to outperform peers and delivered an outstanding performance of registering record high sales and operating profit exceeding NT$2.1 billion, and continues to create maximum value and reward for its shareholders.

Technology innovation has initiated the arrival of new consumption era, FEDS with forward vision and insightful observation of environmental change early on, makes quick responsive decisions to set the new benchmark of smart retailing. During the past year, our comprehensive outstanding performances were often accredited by domestic and international awards. We were bestowed with nearly 30 honors, including winning among 19 nations the 2019 “Best Effort in Social Responsibility” by Federation of Asia-Pacific Retailers Association; “Corporate Social Responsibility Awards” by Retailers Association of Chinese Taipei for two consecutive years; “Growth through Innovation Award” by Taiwan Corporate Sustainability Award four years in a roll; “Top 50 Excellence in Corporate Social Responsibility” by Commonwealth Magazine for five consecutive years; selected in the “Top 100 Brand Asia List” for four consecutive years, and etc. Facing with new retailing era, FEDS is committed to cultivating innovative “New Mindset”, planning “New Strategy” for smart retailing, and fostering the “New Capability” in digital management to continuously sharpen competitive edge, seek ongoing growth under challenging environment, and create new growth opportunities.

Operating Report of 2019

In 2019, FEDS recorded consolidated sales of NT$114.6 billion (according to IFRS, consolidated revenues were NT$37.9 billion). Consolidated net profit was NT$2.15 billion, company alone net profit was NT$1.78 billion, and earnings per share were NT$1.26. According to the 18th Board Meeting of FEDS, total cash dividend payout for 2019 was NT$0.8. Operating result of the Far Eastern Retail Group in 2019 is summarized as follows:

(1) Far Eastern Department Stores

  1. Maintaining growth momentum and continuously rising profit, FEDS registered record high profit within five years.

  2. Grand opening of FEDS Hsinyi A13 Store, recording outstanding revenues since soft opening,

1

  • achieving the first 3-million records in the industry, including: million guest visits, million network volume, and million check-in hotspot at 4F Old Street.

  • To embrace the trend of digitization, FEDS has upgraded its new APP, added four major functions including personalized information push, parking service, smart customer service, and in-store smart pick to provide consumers more convenient digitized services and shopping experience.

  • Continue to lead market trend and introduce innovative brands, FEDS Hsinyi A13 Store has launched Taiwan’s first independent Apple Flagship Store, the high-end Vieshow MUVIE Cinemas, LEGO Exclusive Store, SONY’s largest direct store, etc., all Taiwan’s first and unique exclusive brand name stores.

  • Sponsoring totally 47 international theme and local produce exhibitions to attract huge foot traffic for visiting, shopping, and experiencing the exotic merchandise and culture in close encounters as to its origins.

  • To expedite digitized management, the Company launched Enterprise Information Portal, EIP online in October 2019 to facilitate the process of store operation, management, and services, enhancing operating efficiency. Currently already completed 65 digital systems allowing staff to elevate productivity in a mobilized digital environment.

  • To fulfill corporate social responsibilities, FEDS has set up its CSR standards and received nearly 30 domestic and international major awards in 2019 as well as Taiwan’s first winner within 40 years of Best Efforts in Social Responsibility by Federation of Asia-Pacific Retailers Association. Commemorating the Far Eastern Group’s 70th founding anniversary, the Group dedicated to sponsoring 348 non-profit events throughout the year to join hands with the public and make a promising future.

(2)Far Eastern SOGO Department Stores

  1. With steady revenues and retrenching expenses, operating profit is maintained to report over 10% growth in pre-tax profit.

  2. To improve customer services and meet their demands, Far Eastern SOGO adjusted each store’s environment, merchandise, and brands; altogether 624 counters were modified, accounting for 25% of total brands, in combination with holistic promotional campaigns to stabilize revenues, and improve competitiveness.

  3. Develop high-end merchandise in recent years, continue to boost revenue growth, apparel under the impact of e-commerce and fast fashion is expected to face low or decreasing growth, food and beverage remain popular by consumers, however brand replacement will be faster, and would need to introduce more viral brands to increase revenues.

  4. In mainland China, FEDS Luomashi Store in Chengdu was closed down in March 2019, also expedite the improvements of the three major Shanghai Hsu Huei Store, Chongqing FEDS Metropolitan Plaza Store, and Jiangbei Store to boost profit.

  5. Committed to sustainable corporate social responsibility, Far Eastern SOGO received 16 CSR awards. Furthermore, the Company commits to establishing green retailing, and leads Taiwan’s department stores to receive twice “Enterprise Environmental Protection Award” by the Executive Yuan, and “Energy Conservation Award” by the Economic Ministry, aiming to push the industry toward sustainable environment.

(3) Far Eastern Ai-Mai

  1. Revenues dropped slightly because of store closures at Yungfu and Chungkang branches in March 2019 upon lease expiration. However, operating profit grew significantly due to cost control.

  2. Promoting 3E Strategy:

  3. (1) Edited Sustainable Merchandise:

    • a. Direct delivery of fresh food (fresh/daily distribution)

    • b. Strict quality control of fresh food items

    • c. Traceable/Organic/Friendly Environment

  4. (2) Exclusive Value and Feature:

    • a. Convenient onsite cooking for instant use

    • b. Refined quality ingredients

    • c. Low fat, low sugar, low calorie

2

  • (3) Elevated Product Quality

    • a. Cold chain storage logistics protection

    • b. Strict quality control on site

    • c. Random SGS checking

  • Delivery logistics: main customer segment of Ai-Mai physical store ranges from 40-60 years old. In order to attract younger customers between 20-35 years of age, Far Eastern Ai-Mai selected foodpanda which has the highest market share among 20-30 years of age to execute delivery services and expand service scope to 5 kilometers, so as to lower impact from supermarket to hypermarket. Quantity change leads into quality change, will also change consumers’ shopping habits. Ai Mai Nanya Store and Chingmei Store were launched on December 17 and December 31, 2019, respectively.

Business Plan

Facing with industrial restructuring and dynamic retailing environment, we continue to inject growth momentum in terms of merchandise, management, and services. By adopting new technology, we have been strengthening the interactions with consumers, introducing merchandise and services catering to their needs and preferences, bringing closer ties with the consumers, and continue to deliver outstanding performance and efficiency.

(1)Far Eastern Department Stores

  1. With dynamic development of the retailing landscape, new competitions have been emerging, in 2020 apart from strengthening steady revenue growth of existing stores, FEDS will continue to open new stores and expand retailing scope. Chubei New Century Shopping Mall has begun leasing its commercial space.

  2. Baoqing Store is undergoing its largest renovation phase in a decade. In future, merchandise will be more youth-oriented, more focusing on sports and leisure, and adding more food and beverage brands. Other stores will go through smaller renovation ranging between 10-20%.

  3. To maintain customer relationship and enhance customer loyalty, the Company will continue to plan more flexible and diverse promotion programs via big data analytics and resource application, and also with the help of digital technologies to stay on the latest consumer trend and movement.

  4. Responding to changes in media landscape and technological innovation, the Company will strengthen the application of digital media and social platforms, and attract consumers in a lively and interesting engagement, and will also continue to enhance the interactions of FEDS APP and official website, integrate virtual and physical channels, and allow customers to enjoy speedy and personalized services.

  5. To increase interactions with the sales space, also create the store image of local CSR platform, each branch store continues to organize festive atmosphere and cooperate actively with government or private sectors to promote various CSR events, hopefully to improve more engagement by providing interactive and enhanced experience coupled with promotion of more special local products, thus building each store as the daily hub for local commercial center.

  6. Taiwan’s consumers are highly interested in foreign products. In 2020, FEDS continues to sponsor various international exhibitions so that customers can feel the full replication of foreign ambience without traveling abroad.

  7. Promote Taiwan’s local delicacies, support locally grown produce, plan to sponsor Taiwan featured cultural product exhibitions including a Hakka culture and food exhibition, a Taiwan specialties market, offshore island produce exhibition, a springtime cultural and creativity fair, an independent farmer’s market, etc.

  8. Focus on management: Continue to promote digitized management, establish digitized data system, expedite talent cultivation and English language capability, implement KPI to reasonably control operating cost, cultivate talent and resource allotment, and elevate staff productivity.

3

(2)Far Eastern SOGO Department Stores

  1. Revenues of four major annual campaigns (Chinese New Year, Mother’s Day, Mid-year Sales, and Anniversary Sales) account for 38-40% of total annual revenues. In addition to traditional marketing, we will invest more in digital marketing to comply with the new retailing era.

  2. The quantity and quality of customers are the basic foundation for business operation. Subsequent to cultivating Happy Go cardholders and the bank’s high-end spending groups in 2019, we will further enhance VIP services, and focus on market demassification to establish Beauty Club, Kids Club, etc. to manage members and elevate loyalty.

  3. Following top store performance strategy, the Fuxing Store will become more exquisitely high-end as the single store with highest revenues in the northern Taiwan, while Zhongxiao Store will increase its customer flow focusing on the family customer base to create a unique and friendly mega store, and will go through adjustments of food court, boutique shoes, children’s and women’s wear.

  4. Expedite digital developments to embrace new economy, upgrade and revise SOGO APP to enhance mobile payment, digital marketing, and social media e-commerce.

  5. With dynamic digital advancements in China, each store is also integrating online and offline operations, fully utilizing digital communication, marketing, and campaigns to increase revenues. Shanghai Hsu Huei Store, Chongqing FEDS Metropolitan Plaza Store, and Jiangbei Store are on the priority list to boost profit.

  6. There is still growth opportunity in Chengdu and Shanghai market. Now we are developing new locations, and will submit appropriate new development projects for the Company’s consideration.

  7. Operating Division has set up “Flow Fortune” strategy, with the methodologies of major initiative, main theme, main field, main focus, more digitization, more creativeness, and more customer flow to create high margin as well as high profit.

(3)Far Eastern Ai-Mai

  1. Taichung Shuinan Store is scheduled to open in second quarter of 2020.

  2. Continue to promote order delivery services, Yungho Store, Chunghsiao Store, and Tainan Store were launched in February 2020.

  3. Combine floor space of office clerks and sales space, care for both services and job duties, enhance working efficiency and service quality, extra office space can be planned to increase profit or lower expense.

  4. Continue 3E strategy, promote following optimizing sales space action, satisfying customers every day when shopping at Ai-Mai.

  5. (1)Freshness, Safety, Value:

    • a. Strict selection of fresh produce

    • b. Single economy

    • c. Cold chain storage technology for fresh produce

    • d. Regular SGS examination of merchandise

    • e. Pesticide examination room for vegetables and fruits

  6. (2)Fully utilize store space to create maximum value and service:

    • a. Improve display and resting/dining area

    • b. Improve entrance and parking lot

    • c. Health and service

    • d. Senior friendly sales space, Happy Go and Happy Cash senior citizen cardholders may enjoy free haircut and free home delivery services.

  7. (3)Member management:

    • a. Discover existing customers via big data of Happy Go, increase repurchase rate (analyze shopping preference), and discover potential new customers, introduce Happy Go new customers of fortress commercial circle

    • b. Create digital APP

4

Future Prospective

Technological innovation has been expediting changes in new retailing, totally reshaping development of the retail landscape. Retailing in the new era must be consumer-oriented, focus on personalized marketing, customer experience, and personalized services, also leverage technology to connect product, service and customers, establish new shopping journey for consumers to meet with their needs and expectations, and maintain closer customer relations. Facing with the tide of new retailing, FEDS maintains its leading operations and polishes its new brand value with digitization, focusing on developing “digitized operation, digitized experience, digitized management”, with leaping mindset to transform traditional retail model, successfully create a brand new 5th Generation store – FEDS Hsinyi A13, transform into high-tech department store, and lead consumers to enjoy beautiful lifestyle of smart retailing.

As Taiwan’s leading listed department store, FEDS will also continue to strengthen corporate governance, strive to construct new direction for the Company’s outstanding and sustainable operations. We have stipulated good corporate governance structure, implemented specification and accountability of job assignment, strengthened proficiency of Board of Directors and information transparency, and established various functional committees to help elevate efficiency and improve policy making, also actively engaged in domestic and international retail associations to expand vision and influence, to drive for sustainable operation and fulfill the sustainability performance in terms of economy, environment, and society. We also aim to establish benchmarks for the innovative development of Taiwan’s department stores, and protect stockholders’ benefits as well as other stakeholders’ interest.

With the development of artificial intelligence and advancement of internet communication, various resources including manpower, information, technology, and funds can flow at unprecedented speed. Advantages possessed by the enterprise may be quickly replicated by competitors, and innovative applications be replaced. To always maintain its leadership, business leaders and management need to exhibit higher level of creativity and strategy. Far Eastern Department Stores will continue to innovate and remain its market leader position, seek merger target and investment opportunity to explore new markets, strengthen digital experience to increase interactions with customers, and elevate operating efficiency through innovative management, embrace digital technology, maintain competitive edge, and become leading brand of smart retailing. Through active creation of new growth, FEDS will restructure its growth curve, and make sure of its sustainable model and lasting excellence, and continue to create maximum value and interest for its stockholders.

Chairman Douglas Tong Hsu

5

II. Company Profile

1. Date of Incorporation

31 August 1967

2. Company History

  • 1967 August Far Eastern Textile Co. Ltd. established Far Eastern Department Stores Ltd., which was located on Yongsui Rd. in Taipei

  • October The first store of FEDS was opened in its own six-floor building on Yongsui Rd. in Taipei.

  • 1969 October FEDS Taichung Store was set up.

  • 1972 January FEDS Paoching Store was set up and FEDS Yongsui Store was moved to and merged with FEDS Paoching Store.

  • 1973 April FEDS established Ya Tung Department Store Ltd. in Far Eastern Department Building. FEDS made a 65% investment in it. It was located on Wufu fourth Rd.

  • 1976 March FEDS Tainan Store was established.

  • 1977 September FEDS Taichung Store suffered some damage due to the fire in a neighboring building. December FEDS Jenai Store was established.

  • 1978 May FEDS Taichung Store re-opened. October FEDS Taipei Store expanded its operating space to eight floors. FEDS officially listed on the Taiwan Stock Exchange

  • 1980 February After helping to restore the neighboring building, FEDS Taichung Store expanded its own operation.

  • 1981 December FEDS established Yuan Yang Department Store Ltd., in which FEDS made a 60% investment and it was located on Xinsheng Rd., Chungli City.

  • 1982 January FEDS Chiayi Store was established. 1983 January Ya Tung Department Store Ltd. suspended its retailing business and FEDS Kaohsiung Store was set up on the same site of Ya Tung Department Store Ltd.

  • September FEDS Panchiao Store was established. December Yuan Yang Department Store Ltd. suspended its retailing business and FEDS Chungli Store was set up on the same site of Yuan Yang Department Store Ltd. FEDS Sanchong Store was established.

  • 1984 November FEDS Taoyuan Store was established. 1985 December FEDS Taoyuan Store suffered fire damage on December 1, and resumed first floor operation on December 12.

  • 1986 June FEDS Sanchong Store suspended its operation. August FEDS Taoyuan Store was re-opened its second and third floors. December FEDS Kaohsiung Chungshan Store, also named Kaohsiung Shopping Center Store, was established.

6


1987

January

FEDS Hsinchu Store was established.
July FEDS Kaohsiung Store moved to and merged with FEDS Kaohsiung Chungshan Store.
October FEDS established a first community-based supermarket in the Far Eastern New World
Community.
December FEDS Jenai Store was transformed into the first all men's department Store in Taiwan.

1988

December

FEDS established two community-based supermarkets in the Hungnan and Houching
Communities in Kaohsiung.

1989

August

FEDS opened its first specialty electronic appliance store in Tienmu.
Panchiao Commodities Transfer and Distribution Center completed.

1990

January

FEDS Taichung Store suffered fire damage from the neighboring building on January 14,
but was re-opened its first and second floors and basement first floor on January 23.
September Far Eastern Ltd. was set up by FEDS and Chingmei Hyper Store of Far Eastern
Enterprise Ltd. was established.
November FEDS established Taita METRO Branch Store.

1991

January

Panhsin Hyper Store of Far Eastern Ltd. was established.
February FEDS Hualien Store was established.
The operation of FEDS first specialty electronic appliance store in Tienmu ended.
April The operation of the first community-based supermarket in the Far Eastern New World
Community ended.
FEDS Paoching Store suffered the fire damage. Its basement first floor and first and second
floors experienced smoke and slight flooding, however, its third, fourth and fifth floors were
destroyed by fire.
May FEDS Taichung Store was re-opened after completely being restored.
June The operation of FEDS Paoching Store on the basement first floor and first and second
floors was resumed.
July FEDS Tainan Store was re-opened after it expansion and refurbishment.
October The operation of FEDS Chiayi Store located at Kuohua St. ended
December After FEDS Paoching Store was restored, it not only resumed but also expanded its
operation.
FEDS built and inaugurated a brand new Chiayi Store on Chueiyang Road.

1992

November

The operation of Taita METRO Branch Store ended.
December Far Eastern Hon Li Do Co., Ltd. was established.

1993

September

FEDS Panchiao Chungshan Store was established.
October FEDS Chungli Central Store was set up and the registration of FEDS Chungli Store was
cancelled.
November Commodities Transfer and Distribution Center in the Tai Shan plant of Far Eastern
Textile Co. Ltd. in Wugu Township was established.
The renovation of FEDS Taichung Store and its own building completed and re-opened.

1994

March

Taipei Metro, The Mall managed by Ya Tung Department Store Ltd. went into full operation.
July Overseas Convertible bonds of seven years maturity were issued to the amount of
USD$75 million.

1995

January

The Tainan Store of Far Eastern Hon Li Do Co., Ltd. was opened.
May The operation of Kaohsiung Shopping Center Store ended.
July Summer Sale in Taiwan originated with FEDS.

1996

May

The operations of FEDS Chungli Store were expanded to 10 floors in the same building
and it was re-opened after being redesigned and remodeled.
July Yongho Hyper Store of Far Eastern Ltd. was established.

7

September FEDS Kaohsiung Store, located in front of the Kaohsiung Railway Station, was established
and the registration of Kaohsiung Shopping Center Store was cancelled.
October FEDS Asia Pacific Development Co., Ltd. was established.

1997

January

FEDS Tainan Cheng-Kong Stores was established.
December FEDS thirtieth Anniversary Celebration was held.

1998

March

FEDS Panchiao Chungshan Store was re-opened after being remodeled, and the operation
of FEDS Panchiao Store ended due to expiry of its lease.
May Yungfu Hyper Store of Far Eastern Ai Mai Co., Ltd. was established.

1999

March

Chungkang Hyper Store of Far Eastern Ai Mai Co., Ltd. was established.
September Due to the impact of earthquake 921, FEDS Taichung Store temporarily suspended
operations.
FEDS Taoyuan Store closed due to the expiry of its lease.
October FEDS Tainan Park Stores closed and was demolished and another entertainment building
was built.
FE21' Taoyuan Store was built on the land owned by Tao-Yuan Farmers’ Association.
The operation of FEDS Kaohsiung Store was located in front of the Kaohsiung Railway
Station. It was decreased by 3 floors and continued to operate after re-adjustment and
refurbishment.
November FEDS New Century Development Co., Ltd. was established to set up Far Eastern Panchiao
Shopping Mall
December Taoyuan Hyper Store of Far Eastern Ai Mai Co., Ltd. was established.

2000

February

FEDS Jenai Store closed due to the expiration of its lease.
March Far Eastern Ai Mai Co.,Ltd. signed a merging contract with French Casino Group's Taiwan
Branch D.F.I. Geant. Far Eastern Ai Mai Co., Ltd. was a surviving company. The record
date of consolidation was on July 3.
May Yangmei HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.
The operation of FEDS Panchiao Chungshan Store ended.
June FE21' Panchiao Store whose building and land was owned by FEDS was opened.
July Far Eastern Ai Mai Co.,Ltd. and French Casino Group's Taiwan Branch D.F.I. Geant
formally completed their merger to form Far Eastern Co. Ltd.
The operation of Tainan Store of Far Eastern Hon Li Do Co., Ltd. ended.
Tainan HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.
Taichung Fuxing Store and Kaohsiung Pingdeng Store of French Casino Group's Taiwan
Branch D.F.I. Geant were renamed as Taichung Fuxing HYPER Store and Kaohsiung
Pingdeng HYPER Store of Far Eastern Ai Mai Co., Ltd.
FEDS held the eleventh IDGS (International Group Department Store) Asia Summit in
Taipei.
December The operation of FEDS Taichung Store ended.

2001

September

Chunghsiao HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.
October Taoyuan HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.
The operation of FEDS Kaohsiung Store, located in front of the Kaohsiung Railway
Station, ended.
FE21' Mega Kaohsiung Store inaugurated its services.
December Central HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.

2002

March

The operation of FEDS Hsinchu Store ended.
July FE21' Mega Tainan Chenkong Store re-opened after FEDS Tainan Chenkong Stores
was remodeled.
FE21' Mega Tainan Konyuan Store comprised of a recreation center which was re-opened
after FEDS Tainan Park Stores was remodeled.
Yuanlin HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.

8

September FEDS invested in Pacific Liu Tong Investment Co., Ltd.
November FE21' Mega Hsinchu Store inaugurated its services.

2003

April

A groundbreaking and commencement ceremony for Far Eastern Panchiao Shopping
Mall was held.
May The operation of Central HYPER Store of Far Eastern Ai Mai Co., Ltd. ended.
October Hsinchu HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.
FEDS acquired the land use rights for No. A13 in the Hsinyi district, which is owned by
the Taipei City Government, and had the right to use the land for 50 years from the
completion of the right registration.

2004

February

The operation of FEDS Chungli Central Store ended.
June FEDS Chungli Store was remodeled to be SOGO Chungli New Hall.
July Ministry of Economic Affairs, Investment Commission, approved FEDS's subsidiary, FEDS
Development Ltd.(BVI), to set up FEDS Chongqing Store and Chongqing Bai Ding
Business Management Consulting Co., Ltd. in Mainland China.
September A joint investment was carried out with FEDS and CitySuper in the establishment of Far
Eastern CitySuper Ltd.
November Ministry of Economic Affairs, Investment Commission, approved to a name change of
Chongqing Far Eastern Business Management Consulting Co. to the name of Chongqing
Bai Ding Business Management Consulting Co.
December Mall Store of Far Eastern CitySuper Ltd. was established.

2005

January

FEDS invested in Far Eastern Finance & Leasing Corp.
March Ministry of Economic Affairs, Investment Commission, approved FEDS's subsidiary, FEDS
Development Ltd.(BVI), to set up FEDS Tianjin Store in Mainland China.
November Far Eastern Department Stores (U.S.A.) Inc. (FEDS-USA) dissolved and FEDS invested
in Far Eastern Department Stores (U.S.A.) Inc. from indirectly to directly.
FEDS won the bid to lease land (No.89 and 91) located in the West Tun district in Taichung
city, which was being managed by the Ministry of Education. On expiry of the contract,
the Company has the right to extend the contract for another twenty years.

2006

May

FEDS Tianjin Stores was opened.
December Bai Chin (Singapore) Pte. Ltd. dissolved and liquidated.
Fuxing Store of Pacific SOGO Department Stores Ltd. was opened.
Fuxing Store of Far Eastern CitySuper Ltd. was opened.

2007

January

FEDS bought back the shares of Far Eastern Ai-Mai Co.,Ltd held by Bergsaar BV, et al.

2008

February

Ministry of Economic Affairs, Investment Commission, approved to change the name of
Chongqing Bai Ding Business Management Consulting Co. to the name of Shanghai Bai
Ding Business Management Consulting Co.
April Ministry of Economic Affairs, Investment Commission, approved Bai Yang Investment Co.,
a subsidiary of FEDS, to acquire 40% shares of Pacific China Holdings Ltd., held by
ABN AMRO BANK, N.V. LONDON BRANCH.
October Sanchong HYPER Store of Far Eastern Ai Mai Co., Ltd. was established.

2009

May

Tienmu Store of Pacific SOGO Department Stores Ltd. was opened.
Tienmu Store of Far Eastern CitySuper Ltd. was opened.
October Hualien Heping Store of FEDS was established.
Hualien Hyper Store of Far Eastern Ai Mai Co., Ltd. was established.

2010

January

Ministry of Economic Affairs, Investment Commission, approved FEDS's subsidiaries,
Bai Yang Investment Co. and Pacific Sogo Department Stores Ltd., to indirectly set up
WuXi FEDS Co. Ltd. in Mainland China.
Keelung Hyper Store of Far Eastern Ai Mai Co., Ltd. was established.
June FEDS WuXi Store was opened.
December Far Eastern Big City Shopping Center in Hsinchu was established.

2011

January

Fengyuan Hyper Store of Far Eastern Ai Mai Co., Ltd. was established.

9

June FEDS Chengdu Store was opened.
December FE21' Mega Taichung Store (Top City) inaugurated its services.
FE21' Mega Panchiao Store (Mega City) inaugurated its services.
Panchiao Store (Mega City) of Far Eastern CitySuper Ltd. was opened.
Taichung Store (Top City) of Far Eastern CitySuper Ltd. was opened.

2012

April

Far Eastern SOGO BIG CITY Shopping Mall was opened.
Second Hsinchu Store of Pacific SOGO Department Stores Ltd. was opened.
Far Eastern SOGO BIG CITY Hyper Store of Far Eastern Ai Mai Co., Ltd. was opened.
Hsinchu Store (Big City) of Far Eastern CitySuper Ltd. was opened.

2013

March

FEDS Chengdu Store signed the letter of intent to lease with Chengdu Longhu North
Real Estate Company Limited.
Nov The operation of Pacific Chengdu Tsunsi Store ended.

2014

Jan

FEDS Chengdu Beicheng Store was opened.

2015

Jan.

FEDS’s head office has been relocated at 16F~18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City 220, Taiwan
Mar. The operation of FEDS Tianjin Stores ended.
Apr. Banqiao Nanya Hyper Store of Far Eastern Ai Mai Co., Ltd. was opened.
Jun. Chubei New Century Shopping Mall Co., Ltd. was established.
Jul. Chubei New Century Shopping Mall Co., Ltd. signed an investment contract of No.8
Parking Lot BOT Project, Zhubei City, Hsinchu County with Hsinchu County Government.
Aug. FEDS issued the 2014 CSR Report, the first one issued by Taiwan Listed Department Store
Chain Business.
Oct. Panhsin Hyper Store of Far Eastern Ai Mai Co., Ltd. ended.
Dec. WuXi FEDS Store Co. Ltd ended.

2016

Aug.

Dalian Pacific Department Store Co. Ltd. transferred to Pacific (China) Investment
Co. Ltd.
Oct. Kaohsiung Hyper Store of Far Eastern Ai Mai Co., Ltd. ended.
Taoyuan Tai Mall Store of Far Eastern City Super Ltd. was opened.
Dec. Dazhi Hyper Store of Far Eastern Ai Mai Co., Ltd. ended.
Log on Hsinchu Store of Far Eastern City Super Ltd. was opened.
Huaihai Store of Shanghai Pacific Department Stores Co. Ltd. ended.(Lease expired)

2017

Apr.

FEDS Chengdu Beicheng Store ended.
Yuanlin Hyper Store of Far Eastern Ai Mai Co., Ltd. ended.
Dec. FEDS Chengdu Beicheng Store ended.
2019 Mar. Chungkang Hyper Store of Far Eastern Ai Mai Co., Ltd. ended.
Yungfu Hyper Store of Far Eastern Ai Mai Co., Ltd. ended.
Apr. FEDS Chengdu Luoma City store ended.
Aug. SOGO Hsinchu Station Store ended.
Sep. Taoyuan Tai Mall Store of Far Eastern City Super Ltd. ended.
2020 Jan. FEDS Xinyi A13 Store was opened
Xinyi A13 Store of Far Eastern City Super Ltd. was opened.

10

==> picture [446 x 557] intentionally omitted <==

----- Start of picture text -----

Omni Channel Dept.
Food & Beverage
Dept.
Home Electrical
Appliances Dept.
Men's / Children's
Apparel Dept.
Luxury Brands Dept.
Women's Fashion
Dept.
Cosmetics, Ladies Goods
Dept.
Xinyi Branch
Kaohsiung Branch
Tai-Nan Chen-Kong Branch
( Gong-Yuan Store included)
Chia-Yi Branch
Tai-Chung Branch
Hualien Heping Branch
Hsin-Chu Branch
Tao-Yuan Branch
Ban-Ciao New Station Branch
Ban-Ciao Branch
Pao-Ching Branch
Procurement Dept.
Human Resources Dept.
Accounting Dept.
MIS Center
General Affairs Dept.
Construction Dept.
Finance Dept.
Merchandise Planning Dept.
Legal Business Analysis Dept.
Merchandise
Public Relations Development Dept. Merchandising Division
New Store
Auditing Dept. Office of digital transformation President's Office Planning Dept.
Meeting Board of Directors Chairman President
Shareholders' Operation Division
ORGANIZATION CHART
Dept. Dept.
Committee Marketing
Labor Safety & Health Dept. Planning Dept.
Committee HR Policy Budget Committee Market Development Investment Management Market Development
Audit Committee Compensation Committee of
Administration Division
Division
Office of the Administration
Investor Relations Dept. Secretarial Dept.
----- End of picture text -----

11

Affairs in Charge for Each Major Department Including Risk Management Function

Department Head of Department Affairs in charge
Auditor Office Hwa-Ling Hsu
Senior Vice President
 Based on the articles of incorporation, the internal control system, the internal auditing
executive regulation and the related law stipulation, the auditing office handles each
investigation.
Legal Office Yuan-Chuan Chen
manager
 Responsible for signing and reviewing all kinds of contracts and agreements, handling
legal disputes, drafting complaints and appearing in court, providing Company Law
related amendment information and various legal advices in order to reduce risk from
non-compliance by the Company.
Office of digital
transformation
James Tang
Vice President
 Responsible for integrating digital events, planning, digital marketing, digital media
related activities, extending and building smart market, developing "digital operation,
digital management, and digital experience" to provide customers with more
comprehensive digital marketing and service.
Administration
Division
James Tang
Vice President
 To supervise the duty of each department, as follows
(1) The duties of the human resources department:
Responsible for handling career development, education and training programs,
appointments, retrenchment, transfers, rewards and punishment, evaluation, daily
schedules of the staff; the enhancement of working efficiency and relevant affairs of
employees welfare.
(2) The duties of the accounting department:
Responsible for the execution and amendment of the accounting calendar, various
daily bookkeeping entries, the fulfillment of financial reports, tax returns and annual
budget, the management and inspection of fixed assets and inventories.
(3) The duties of the MIS center:
Cope with all affairs related to management information systems and information
security.
(4) The duties of the general affairs department:
To handle official documents, general affairs, security and other matters that can not
be attributed to other departments.
(5) The duties of the construction department:
To handle each construction project, the maintenance of air conditioners as well as
electronic devices.
(6) The duties of the finance department:
To handle fund transfers, treasury, sales and management of gifts coupons, the plans
of investment activities, the management and supervision of subsidiaries.
(7) The duties of the construction department:
Handling engineering equipment and general affairs procurement management.
Operation
Division
Chang-Li Lin
Vice President
 In charge of all business related to marketing and planning:
(1) Marketing strategic planning of events and other programs.
(2) Propose and implement store visual expression, merchandise displays, and window
design.
(3) Handle customer complaints and services.
(4) Handle media and public relations.
.Supervise operation business of branches.
.Plan and integrate new store preparatory affairs.
Merchandise
Division
Chris Liu
Vice President
 Responsible for luxury brands, home appliance, cosmetics, lingerie, shoes, women's
fashion apparel, young ladies' apparel, kid's apparel, men's apparel, electric appliances
and supermarkets. Invite concessionaires and administer stores.
 E-Commerce Business.

12

2.1 Directors
2.1.1 DirectorsBook closure date: 26 April 2020
Executives, directors, or supervisors who are spouses
or within two degree of kinship
Relation Sister Daughter Brother Brother Father Father - - - - - -
Name Nancy Hsu Nicole Hsu Douglas Tong
Hsu
Douglas Tong
Hsu
- - -
Title Director Director Chairman Chairman - - -
Other positions in FEDS and/or
other companies
Chairman of FEDS
Chairman of Far Eastern New
Century, Asia Cement, Oriental
Union, U-Ming Marine, and Far
Eastone Telecommunications; Vice
chairman of Far Eastern
International Bank.
President, FEDS
Chairman of Bai Yang Investment
Co., Ltd.; Director of Far Eastern Ai
Mai Co. Ltd.
- President of Far EasTone
Telecommunications Co., Ltd.;
Chairwoman & President, Far
Eastern Info Service (Holding) Ltd.;
Chairman of Arcoa Enterprise Co.,
Ltd.; Director & President of New
Century InfoComm Tech Co., Ltd.
Chairman of Far Eastern Big City
Shopping Malls Co., Ltd.; CEO of Far
Eastern Group Synergy & Retail
Planning HQ; Director of Yuanshi
digital technology Co.,Ltd.
Supervisor of Yuan Bao Fintech Co.,
Ltd
President of Ding Ding Integrated
Marketing Services Ltd.; Director of
Yuan Ding Tech-info (Shanghai) Ltd.;
Chairman of Yuan Hsin Digital
Payment Co., Ltd.


Curriculum vitae

Honorary Ph.D. of Management,
National Chiao Tung University,
Taiwan.
M.A. in Economics, Columbia
University, USA.

Department of Fashion Design, Shih
Chien University

Interior Design Arts, New York
School of interior Design, USA.
B.A., Simmons College, Boston, USA
Senior Designer, Saradino Group,
New York, USA.

Ph. D., Management Information
System, Purdue University; Chief
Transformation Officer, FarEasTone;
Vice President & Assistant VP,
Technology Development, AT&T;
Director, PMOSS Planning,
Engineering, and Development,
AT&T, District Manager, GNOC,
AT&T; Assistant Professor, Decision
& Information Systems, College of
Business, Arizona State University

Department of Accounting, North
Arizona State University, USA.
US CPA.
M.A. in Mass Communication,
University of Illinois, ISA
EMBA, National Taiwan University,
Taiwan.
Shareholding of
spouse & minor
children
%
0.00

0.00

0.02

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00
Share
0

0
228,927
0

0

0

0

0

0

0

0
Current
shareholding
%
0.13

0.01
*0.08 17.06 *0.00 17.06 *0.00
0.12
*0.01
5.65
*0.00
Share 1,779,835
73,009
*1,173,788 241,769,702
*0
241,769,702
*0

1,769,001

*76,483
80,052,950
*0
Shareholding when
elected
%
0.13

0.01
*0.08 17.06 *0.00 17.06 *0.00
0.12
*0.01
5.65
*0.00
Share 1,779,835 73,009 *1,173,788 241,769,702 *0 241,769,702 *0 1,769,001 *76,483 80,052,950 *0
Date
first
elected
2 Aug
1967
(Note 1) 2 Jun
2006
12 April
2019
(Note 2) 2 Jun
2006
Term
(years
)
3 3 3 2 3 3
Date
Elected
21 Jun
2018
21 Jun
2018
21 Jun
2018
12 April
2019
21 Jun
2018
21 Jun
2018
Gender Male Female Female Female Female Female
Name Douglas
Tong Hsu
Ding & Ding
Management
Consultants,
Co., Ltd.
Represented
by: Nancy Hsu
Far Eastern
New Century
Corporation
Represented
by: Nicole Hsu
Far Eastern
New Century
Corporation
Represented
by: Chee
Ching
Yuli
Investments
Corporation
Represented
by: Philby Lee
Asia Cement
Corporation
Represented
by: Jin-Lin
Liang
National
ity or
Record
of Birth
R.O.C R.O.C U.S.A R.O.C R.O.C R.O.C
Title Chairman Director

13

- - Notes 1: Director (April 19, 1979 - April 18, 1982); Supervisor (April 30, 1990 - April 12, 1995); Director (April 12, 1995 – present)
Notes 2: Director (June 10, 2003 - June 1, 2006); Supervisor (June 2, 2006 - June 22, 2015); Director (June 22, 2015 – present)
Notes 3: The total number of shares outstanding at the time of election and current is 1,416,940,589 shares.
Notes 4: All directors in the company do not have shares held in the name of other persons
Notes 5: The chairperson of the Board of Directors and the general manager are the same person, spouses, or relatives within the first degree of kinship – None.
- -
-

-
Independent Director of Eva
Airways Corporation; Director of
ECOVE Environment Corporation.

Chairman, YCSY Co., Ltd.;
Independent Director of Synnex
Technology International Corp,
Cathay Financial Holdings Co., Ltd., ,
Cathay United Bank Ltd and Cathay
Securities Corporation;
Supervisor of Kaimei Electronic
corp.;
Director of Chilisin Electronics Corp.
and Vanguard International
Semiconductor Corp., MiTAC
Holdings Corp., and Iron Force
Industrial Co. Ltd.

Ph.D., Aeronautics and Astronautics,
New York University, USA.
Department of Mechanical
Engineering, National Taiwan
University
Minister of the Environmental
Protection Administration; Minister
of Transportation and
Communications; Minister of
Foreign Affairs; Legislator, Legislative
Yuan (Member of Parliament);
Representative, Taipei
Representative Office in the U.K.

MBA, University of Georgia, USA.
CEO of Deloitte Taiwan; Director of
Deloitte Touche Tohmatsu; Chairman
of United way of Taiwan; CPA of
Georgia State, USA.

0.00

0.00

0

0

0.00

0.00

0

0

0.00

0.00
0 0
21 Jun
2012
21 Jun
2012
3 3
21 Jun
2018
21 Jun
2018
Male Male
Eugene
You-Hsin
Chien
Edward
Way
R.O.C R.O.C
Independe
nt Director

14

2.1.2 Major Shareholders of FEDS’s Directors are institutional Shareholders.

Book closure date: 26 April 2020

Book closure date: 26 April 2020
Name of institutional
Shareholders
Major Shareholders of the institutional Shareholders
Ding&Ding Management
Consultants Co.,Ltd
Yue Tung Investment Corp. (40.00)Ta Ju Fibers Co., Ltd. (33.81)Fu-Da Transport Corp.
(16.00)Asia EngineeringEnterprise Corp.(5.04)Bai DingInvestment Co., Ltd.(5.04)
Far Eastern New Century
Corporation
Asia Cement Corporation (23.77)Oriental Institute of Technology (4.81)Far Eastern
Medical Foundation (3.61)Far Eastern Memorial Foundation (3.42)Yuan Ze University
(2.74)Nan Shan Life Insurance Co., Ltd. (2.89)Yuan Ze University (2.74)China Life
Insurance Co., Ltd. (1.58)Douglas Tong Hsu (1.71)Der Ching Investment Co Ltd.(1.55)
Chunghwa Post Co.,Ltd.(1.38)
Asia Cement Corporation Far Eastern New Century Corp. (22.33); Far Eastern Medical Foundation (5.40)Labor
Pension Fund Committee of Far Eastern New Century Corp. (1.55)Yuan Ding Investment
Co., Ltd. (1.53)Yuanta/P-shares Taiwan Dividend Plus ETF (1.51)Far Eastern Department
Stores Ltd. (1.49)Yuan Ze University (1.41)Far Eastern Memorial Foundation (1.31)Yu
Yuan Investment Co., Ltd. (1.29)Yu Chang Investment Co., Ltd.(1.26)
Yuli Investments Corporation U-Ming Marine Transport Corp. (68.18)U-Ming Marine Transport (Singapore) Private Limit
(31.82)

2.1.3 Major Shareholders of the Major Shareholders that are Juridical Persons

Book closure date: 26 April 2020
Name of Juridical persons Major Shareholders of the Juridical Persons
Yue Tung Investment Corp. U-Ming Marine Transport Corp. (73.54)U-Ming Marine Transport (Singapore) Private Limit
(26.46)
Ta Chu Chemical Fiber Co.,
Ltd.
Yuan Ding Investment Co., Ltd. (41.86), Yue Ding Industry Co., Ltd. (38.76), Yue Li Investment
Corp. (19.38)
Fu Da Transportation Co.,
Ltd.
Fu Ming Transport Corp. Ltd. (99.87)Asia Investment Corp. (0.03)
Asia Engineering Enterprise
Corp.
Asia Cement Corporation (98.23)Asia Investment Corp (0.07)
Bai Ding Investment Co., Ltd. Far Eastern Department Stores Ltd (66.66)Bai-Yang Investment Co.,Ltd (33.34)
Asia Cement Corporation Far Eastern New Century Corp. (22.33); Far Eastern Medical Foundation (5.40)Labor
Pension Fund Committee of Far Eastern New Century Corp. (1.55)Yuan Ding Investment
Co., Ltd. (1.53)Yuanta/P-shares Taiwan Dividend Plus ETF (1.51)Far Eastern Department
Stores Ltd. (1.49)Yuan Ze University (1.41)Far Eastern Memorial Foundation (1.31)Yu
Yuan Investment Co., Ltd. (1.29)Yu Chang Investment Co., Ltd.(1.26)
Oriental Institute of
Technology
Asia Cement Corporation (50.00)Far Eastern New Century Corporation (50.00)
Far Eastern Medical
Foundation
Y. Z. Hsu (76.90)He Zongyan (2.31)Wang Shu-peng (2.31)Hsu Wei Yuan (2.31)Huang
Ying Chung (2.31)Douglas Tong Hsu (2.31)Laurence M. Yang (2.31)John Hsu (2.31)
JohnnyShih(2.31)S.S. Hsu(2.31)Yu Wei San(2.31)
Far Eastern Memorial
Foundation
Y. Z. Hsu (50.00)Hsu Yi Chu (50.00)
Yuan Ze University U-Ming Marine Transport Corp. (55.21)Far Eastern Medical Foundation (26.05)Far Eastern
New Century Corporation(Original from Far Eastern Textile Ltd.) (5.52)Fu Ming Transport
Corp. (5.25)Far Eastern Memorial Foundation (4.91)Asia Cement Corporation (2.76)
Connie Hsu(0.28)Y. Z. Hsu(0.10)Yu Chao-Chung (0.10)

15

China Life Insurance Co., Ltd. China Development Finance Holding Corp. (26.16)KGI Securities Co., Ltd. (8.66)Cathay Life
Insurance Co., Ltd. (3.04)Videoland Inc. (2.42)New labor pension fund(1.61)Lin-Lang
Chan (1.24)PGIA Comprehensive International Stock Index Fund Dedicated Account,
managed by PGIA, under custody of JP Morgan, Taipei Branch. (1.21) Citi as Trustee For
The Government of Singapore Investment Corp. (1.17)The Norwegian Central Bank
Investment Dedicated Account, under custody of CITI Bank (1.12)Labor Insurance Fund
(1.03)
Nan Shan Life Insurance Co.,
Ltd.
First Commercial Bank Trustee Account For Representative of Ruen Chen Investment Holding
Co., Ltd. (60.01)Ruenchen Investment Holding Co., Ltd. (29.54); Y. T. Du (2.90)Ruen Tai
Shing Co., Ltd. (0.30)Ruen Hua Dyeing & Weaving Co., Ltd. (0.27)Ruentex Development
Co., Ltd. (0.23)Ruentex Industries Ltd. (0.21)Taishin International Bank Trust Account of
Nan Shan Life Insurance Co., Ltd. (0.21)Yen Sin Corporation (0.16)Ruentex Leasing Co., Ltd.
(0.13)
Chunghwa Post Co., Ltd. Ministryof Transportation and Communications(100)
Far Eastern New Century
Corporation
Asia Cement Corporation (23.77)Oriental Institute of Technology (4.81)Far Eastern
Medical Foundation (3.61)Far Eastern Memorial Foundation (3.42)Yuan Ze University
(2.74)Nan Shan Life Insurance Co., Ltd. (2.89)Yuan Ze University (1.41)China Life
Insurance Co., Ltd. (1.85)Douglas Tong Hsu (1.71)Der Ching Investment Co Ltd.(1.55)
Chunghwa Post Co.,Ltd.(1.38)
Far Eastern Department Stores
Co., Ltd.
Far Eastern New Century Corporation (17.06)PJ Asset management Co., Ltd.(7.75)Asia
Cement Corporation (5.65)Yuan Ding Investment Co., Ltd. (5.33)Chia Yuan Investment
Company (5.05)Yuan Ze University (4.75), Yuan Tong Investment Co., Ltd. (3.61)The
Norwegian Central Bank Investment Dedicated Account, under custody of CITI Bank (2.26)
Labor Pension Fund Committee of Far Eastern Department Stores Ltd. (2.11)Yu Yuan
Investment Co.,Ltd.(2.06)
Yue Yuan Investment Co., Ltd. Asia Cement Corporation. (29.92); Yuan-Ding Co., Ltd. (25.02); Yuan Ding Investment Co.,
Ltd. (18.96); U-Ming Marine Transport Corp. (17.66); Ding Shen Investment Co., Ltd. (6.50);
Yue TungInvestment Co.,Ltd.(1.84);Yue DingInvestment Co.,Ltd.(0.10)
Yu Chang Investment Co., Ltd. Yu Sheng Investment Co., Ltd. (99.97)
U-Ming Marine Transport
Corp.
Asia Cement Corp. (39.25)Management Board of the Public Service Pension Fund (2.08)
Cathay Life Insurance Co., Ltd. (1.60)Yuan Ding Investment Co., Ltd. (1.05)Fubon Life
Insurance Co., Ltd. (1.04)Cape Ann Global Developing Markets Fund Investment Dedicated
Account, under custody of Bank of Taiwan (1.00)Yu Yuan Investment Co., Ltd. (0.94)Ding
Shen Investment Co., Ltd.(0.94)TransGlobe Life Insurance Inc. (0.93)Asia Investment Corp.
(0.92)
U-Ming Marine Transport
(Singapore) Private Limit
U-Ming Marine Transport Corp. (100.00)
Der Ching Investment Corp. Asia Cement Corporation (99.99), Asia Investment Corp. (0.001)
Yuan Ding Investment Co., Ltd. Far Eastern New Century Corporation (99.40)An Ho Garment Co.,Ltd.(0.03)Ta Chu
Chemical Fiber Co.,Ltd.(0.30)

16

2.1.4 Directors Eugene
You-Hsin
Chien














1
Note 1:Directors, during the two years before being elected and during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:
1. Not an employee of the Company or any of its affiliated enterprises.
2. Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same
parent company in accordance with the Act or with local laws).
3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the
total number of issued shares of the company or ranks as one of its top ten shareholders.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the above persons in the preceding
subparagraphs 2 and 3;
5. Not a director, supervisor, or employee of a corporate /institutional shareholder that directly holds 5% or more of the Company's outstanding shares, ranks as of its top five shareholders, or has representative director(s) serving on
the company’s board based on Article 27 of the Company Law. ( not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in
accordance with the Act or with local laws).
Number of Other Public
Companies in Which
the Individual is
Concurrently Serving as
an Independent
Director
0 0 0 0 0 0 3 1
Independence Criteria (Note 2) 12
11
10
9
8
7
6
5
4
3
2
1
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five-Year Work Experience
Have Work Experience in the
Areas of Commerce, Law,
Finance, or Accounting, or
Otherwise Necessary for the
Business of the Company.


A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other Professional
or Technical Specialist Who has
Passed a National Examination and
been Awarded a Certificate in a
Profession Necessary for the
Business of the Company
An Instructor or Higher Position
in a Department of Commerce,
Law, Finance, Accounting, or
Other Academic Department
Related to the Business Needs of
the Company in a Public or
Private Junior College, College or
University
Item
Name
Douglas Tong
Hsu
Nancy Hsu Nicole Hsu Chee Ching Jin-Lin Liang Philby Lee Edward
Way
Eugene
You-Hsin
Chien

17

18


Managers who are spouses
or within two degrees of
kinship
Relation - - - - - - - - -
Name - - - - - - - - -
Title - - - - - - - - -
Positions in other companies
Chairman of Bai Yang
Investment Co., Ltd.; Director
of Far Eastern Ai Mai Co., Ltd.
Director of Ya Tung
Department Store Ltd.;
Supervisor of Far Eastern Ai
Mai Co., Ltd.
Director of Ding Shen
Investment Co., Ltd.、
Supervisor of Pacific (China)
Investment Co., Ltd.
Director of Far Eastern City
Super Co ,.Ltd.;
Supervisor of Ya Tung
Department Stores Ltd.
- Supervisor of Far Eastern
International Leasing
Corporation
- - -
Curriculum vitae Fashion Design, Shih Chien University,
Taiwan
Master, Computer Science, Central
Michigan University, U.S.A.

Master, Laws, Soochow University,
Taiwan、Master, Finance, University
of Leicester , U.K Master, Laws,
London School of Economics and
Political Science , U.K
Fine Arts, National Taiwan Normal
University, Taiwan

Electrical Engineering, National
Chin-Yi University of Technology,
Taiwan、Electrical Engineering
Program, Yuan Ze University, Taiwan
Master, Accounting, National Taipei
University, Taiwan

International Business, Tunghai
University, Taiwan
MBA Program, Yuan Ze University,
Taiwan

Executive Master of Business
Administration, National Tsing Hua
University, Taiwan
Master, Business Administration,
Saint John's University, U.S.A.
Shareholding of
spouses & minor
children
%
0.02

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00
Shares
228,927

0

0

0

60

0

0

0

0
Shareholding %
0.08

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00
Shares 1,173,788 0 169 0 336 0 5,192 2,132 137
Date
effective
2006.06.02 2007.03.20 2013.10.01 2015.07.01 2011.09.01 2011.09.01 2011.12.01 2014.01.15 2014.01.15
Gender Female Male Male Male Male Female Male Male Male
Name Nancy Hsu Chris Liu James Tang Chang-Li Lin Chin-Shih
Liao
Lily Y. T. Liu Cho-Cheng
Lan
Peter Chen Chih-Yao
Shih
Nationality R.O.C R.O.C R.O.C R.O.C R.O.C
R.O.C
R.O.C R.O.C R.O.C
Title President Vice President,
Merchandise
Division
Vice President,
Administration
Division
Vice President,
Operation
Division
Junior Vice
President,
Construction
Dept.
Junior Vice
President,
Accounting Dept.
Junior Vice
President,
Top City
Taichung Store
Junior Vice
President,
Food &
Beverage Dept.
Junior Vice
President,
Mega City
Banqiao Store

19


Managers who are spouses
or within two degrees of
kinship
Relation - - - - - - - - -
Note 1: All president, vice presidents and senior vice presidents in the company do not have shares held in the name of other persons.
Note 2: The Company neither issue employee stock options nor employee restricted stock options.
Notes 3: The chairperson of the Board of Directors and the general manager are the same person, spouses, or relatives within the first degree of kinship – None.
Name - - - - - - - - -
Title - - - - - - - - -
Positions in other companies - - - Director of Yuan Hsin Digital
Payment Co.,Ltd.
- -
-

-

-
Curriculum vitae Master, Business Administration,
Yuan Ze University, Taiwan
Economy, Fu Jen Catholic University,
Taiwan
Master, Business Administration,
University of South Australia , AU

Department of Finance and
Cooperative Management, National
Taipei University, Taiwan
Master, Political Economy, Nankai
University, China
International Business, Fu Jen
Catholic University, Taiwan
Business Administration, Chinese
Culture University, Taiwan
Saint Dominic's Catholic High School,
Taiwan
Department of Textiles and Clothing,
Fu Jen Catholic University
National Chao-chou Senior High
School, Taiwan
Shareholding of
spouses & minor
children
%
0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00
Shares
0

0

0

0

0

3,040

0

0.00

10.926
Shareholding %
0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00
Shares 0 563 6,252 0 860 2,040 0 0 5,463
Date
effective
2014.08.12 2015.07.13 2015.07.13 2015.07.13 2017.07.27 2018.01.10 2018.07.31 108.09.27 108.09.27
Gender Female Male Female Male Male Male Male Female Female
Name Hwa-Ling
Hsu
Tian-Zuo
Jiang
Rebecca
Chan
Greg Tseng Jason Wang Wei- Hsing
Hsu
Chih-Kuo
Mao
Shawn
Cheng
Sophia Yu
Nationality R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C
Title Junior Vice
President,
Auditor Office
Junior Vice
President,
Taoyuan Store
Junior Vice
President,
Luxury Brands
Dept.
Junior Vice
President,
Finance Dept.
Junior Vice
President,
Cosmetics,
Ladies Goods
Dept.
Junior Vice
President,
Hsinchu Store
Junior Vice
President,
Kaohsiung Store
Junior Vice
President,
Women's
Apparel Dept.
Junior Vice
President,
Home Electrical
Appliances Dept.

20

Remuneration Paid to Directors and Independent DirectorsBook closure date: 31 December 2019 Unit: NT$ thousands Remuneration
paid to
Directors from
an invested
company other
than the
Company’s
subsidiary
paid to
Directors from
an invested
company other
than the
Company’s
subsidiary
68,376 68,376 68,376 68,376 68,376 0 0 0 * Please disclose the remuneration policy, system, standard, and composition for determining independent directors’ remuneration, and the correlation between duties, risk, and time input with the amount of remuneration.
The Company's remuneration to directors includes directors' compensation and fees for executing business. Directors' compensation follows the Company's Articles of Incorporation. The Company shall set aside annual profit, if any, not more than
2.5 percent as directors' compensation. The actual percentage and amount of directors' compensation will be decided by the Board of Directors considering factors such as the responsibilities, time spent, performance evaluation, operating result
of the Company and future business risks, and reported to the shareholders' meeting. Fees for executing business are mainly transportation expenses for presenting at the Board of Directors meeting. Additional attendance fee for presenting at the
functional committee will be reimbursed to independent directors. All reimbursements are decided to be reasonable with reference to industry practice and standards of other listed companies.
Remuneration to Directors providing service to entities under the Company’s most recent financial report (ex. Serving as non-employee consultants), in addition to remuneration disclosed in the above table: None
Column A represents the Company; Column B represents all companies in the consolidated financial statement.
Representative of Ding&Ding Management Consultants Co., Ltd: Nancy Hsu; Representative of Far Eastern New Century Corporation: Nicole Hsu, Yvonne Li (resigned upon re-appointment on April 12,2019), Chee Ching (succeeded upon
re-appointment on April 12,2019)
Representative of Yuli Investments Corporation: Philby Lee; Representative of Asia Cement Corporation: Jin-Jin Liang。
Independent Director Raymond R. M. Tai resigned on 28 June 2019.
The remuneration from 2019 distribution of earnings is proposed amount, not actual payment amount yet.
Ratio of total remuneration
(I+II+III+IV+V+VI+VII)
to net income (%)
B 3.78 0.24
A 3.42 0.24
Relevant compensation received by directors who are also employees Employees’ compensation from
distribution of earnings
(VII)
B Stock 0 0
Cash 407 0
A Stock 0 0
Cash 407 0
Severance
Pay and
Pension
(VI)
B 0 0
A 0 0
Salary, Bonuses,
and Allowances
(V)
B 14,666 0
A 8,183 0
Ratio of total
remuneration
(I+II+III+IV)
over net
income (%)
B 2.94 0.24
A 2.93 0.24
Remuneration Operating
Allowances
(IV)
B 442 303
A 432 303
Directors’
remuneration from
distribution of
earnings
(III)
B 51,858 3,936
A 51,858 3,936
Severance
Pay and
Pension
(II)
B 0 0
A 0 0
Base
Remuneration
(I)
B 60 0
A 0 0
Name Douglas Tong Hsu Ding Ding
Management
Consultant
Corp.
Far Eastern New
Century
Corporation
U-Li Investment
Company
Asia Cement
Corporation
Edward Way Eugene You-Hsin
Chien
Raymond
R. M. Tai
Title Chairman Director Independent
Director

21

Name of Directors Total of (I+II+III+IV+V+VI+VII) All Affiliated Company Representative of Far Eastern New
Century Corporation: Chee Ching
Edward Way, Eugene You-Hsin Chien, Raymond R.M. TAI - Representative of Far Eastern New
Century Corporation: Nicole Hsu,
Yvonne Li
Representative of Yuli Investments
Corporation: Philby Lee,
Representative of Asia Cement
Corporation: Jin-Jin Liang
Representative of Ding&Ding
Management Consultants Co., Ltd:
Nancy Hsu
- Douglas Tong Hsu - 10
The Company Representative of Far Eastern New
Century Corporation: Chee Ching
Edward Way, Eugene You-Hsin
Chien, Raymond R.M. TAI
- - Representative of Far Eastern New
Century Corporation: Nicole Hsu,
Yvonne Li
Representative of Asia Cement
Corporation: Jin-Jin Liang
Representative of Yuli Investments
Corporation: Philby Lee,
Douglas Tong Hsu Representative of Ding&Ding
Management Consultants Co., Ltd:
Nancy Hsu
- - - 10
Total of (I+II+III+IV) Companies in the consolidated
financial statement
Representative of Far Eastern New
Century Corporation: Chee Ching
Edward Way, Eugene You-Hsin
Chien, Raymond R.M. TAI
- - Representative of Far Eastern New
Century Corporation: Nicole Hsu,
Yvonne Li
Representative of Asia Cement
Corporation: Jin-Jin Liang
Representative of Yuli Investments
Corporation: Philby Lee,
Douglas Tong Hsu
Representative of Ding&Ding
Management Consultants Co., Ltd:
Nancy Hsu
- - - - 10
The Company Representative of Far Eastern New
Century Corporation: Chee Ching
Edward Way, Eugene You-Hsin Chien,
Raymond R.M. TAI
- - Representative of Far Eastern New
Century Corporation: Nicole Hsu,
Yvonne Li
Representative of Asia Cement
Corporation: Jin-Jin Liang
Representative of Yuli Investments
Corporation: Philby Lee,
Douglas Tong Hsu
Representative of Ding&Ding
Management Consultants Co., Ltd: Nancy
Hsu
- - - - 10
Range of Compensation Under NT$1,000,000 NT$1,000,000 ~ NT$1,999,999 NT$2,000,000 ~ NT$3,499,999 NT$3,500,000 ~ NT$4,999,999 NT$5,000,000 ~ NT$9,999,999 NT$10,000,000 ~ NT$14,999,999 NT$15,000,000 ~ NT$29,999,999 NT$30,000,000 ~ NT$49,999,999 NT$50,000,000 ~ NT$99,999,999 NT$100,000,000 and over Total

22

Compensation Paid to President and Vice Presidents
Book closure date: 31 December 2019 Unit: NT$ thousands
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Title
Name
SalaryI
Severance Pay
and Pension
II
Compensation
and Allowances
III
Employees’ compensation from
distribution of earnings
IV
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
The
Company
Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
(Note 5)
The
Company
Companies in
the
consolidated
financial
statement
The Company
Companies in the
consolidated
financial statement
The
Company
Companies in
the
consolidated
financial
statement
Cash
Stock
Cash
Stock
President
Nancy Hsu
11,882
12,368
267
267
15,879
15,879
1,128
0
1,128
0
1.64
1.66
144
Vice
President
Chris Liu
James Tang
Chang-Li Lin
No severance and pension were actually paid this year. The amount listed are the company’s contribution to employee’s pension account, not actual amount paid.
Compensation paid to president's driver is NT$624 thousand.
Guiding Principles for Compensation toPresident and Vice Presidents
Name of Presidents and Vice Presidents All Affiliated Company - - - - Nancy Hsu, Chris Liu, James Tang, Chang-Li Lin - - - - - 4
Compensation
paid to the
President and
Executive Vice
President from
an invested
company other
than the
subsidiary or
the parent
company
144
Ratio of total
remuneration (I+II+III+IV)
to net income (%)
Companies in
the
consolidated
financial
statement
1.66
The
Company
1.64
Employees’ compensation from
distribution of earnings
IV
Companies in the
consolidated
financial statement
Stock 0
Cash 1,128
The Company - - - - Nancy Hsu, Chris Liu, James Tang, Chang-Li Lin - - - - - 4
The Company Stock 0
Cash 1,128
Compensation
and Allowances
III
Companies in
the
consolidated
financial
statement
15,879
The
Company
15,879
Severance Pay
and Pension
II
Companies in
the
consolidated
financial
statement
(Note 5)
267
Range of Compensation Under NT$1,000,000 NT$1,000,000 ~ NT$1,999,999 NT$2,000,000 ~ NT$3,499,999 NT$3,500,000 ~ NT$4,999,999 NT$5,000,000 ~ NT$9,999,999 NT$10,000,000 ~ NT$14,999,999 NT$15,000,000 ~ NT$29,999,999 NT$30,000,000 ~ NT$49,999,999 NT$50,000,000 ~ NT$99,999,999 NT$100,000,000 and over Total
The
Company
267
SalaryI Companies in
the
consolidated
financial
statement
12,368
The
Company
11,882
Name Nancy Hsu Chris Liu James Tang Chang-Li Lin
Title President Vice
President

23

Book closure date: 31 December 2019 Unit: NT$ thousands Ratio of
Total Amount to Net Income
(%)
0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 0.17 Note: Proposed amount of remuneration of 2019 earnings distribution.
Total 3,109
Employee
Compensation- in Cash
3,109
Employee
Compensation- in Stock
0
Name Nancy Hsu Chris Liu James Tang Chang-Li Lin Lily L. Y. Liu Chin-Shih Liao Lily Y. T. Liu Cho-Cheng Lan Peter Chen Chih-Yao Shih Hwa-Ling Hsu Tian-Zuo Jiang Rebecca Chan Greg Tseng Jason Wang Wei- Hsing Hsu Chih-Kuo Mao Shawn Cheng Sophia Yu
Title President Vice President, Merchandise Division Vice President, Administration Division Vice President, Operation Division Junior Vice President, Human Resources Dept. Junior Vice President, Construction Dept. Junior Vice President, Accounting Dept. Junior Vice President, Top City Taichung Store Junior Vice President, Food & Beverage Dept. Junior Vice President, Mega City Banqiao Store Junior Vice President, Auditor Office Junior Vice President, Taoyuan Store Junior Vice President, Luxury Brands Dept. Junior Vice President, Finance Dept. Junior Vice President, Cosmetics, Ladies Goods Dept. Junior Vice President, Hsinchu Store Junior Vice President, Kaohsiung Store Junior Vice President, Women's Fashion Dept. Junior Vice President, Home Electrical Appliances Dept.

24

Name, Position and Bonuses Amount of Top Ten Recipients of Employees’ Compensation

Unit: NT$ thousands
Title Name Stock Dividend Cash Dividend Total Amount
President Nancy Hsu 0 2,024 2,024
Vice Presidents Chris Liu
James Tang
Chang-Li Lin
Junior Vice Presidents LilyL. Y. Liu
Chin-Shih Liao
LilyY. T. Liu
Cho-ChengLan
Chih-Yao Shih
GregTseng

Note: The actual distributing of 2017 earning.

Separately compare and describe total remunerations paid to directors, president and vice presidents as a percentage of net income by the company and by each other company included in the consolidated financial statements in the past two fiscal years, and analyze and describe remuneration policies, standards and packages, the procedure for setting remuneration, and linkage to business performance:

  • ( 1 ) Analysis of total remunerations paid to directors, president and vice presidents as a percentage of net income by the company and by each other company included in the consolidated financial statements in the past two fiscal years: The ratios of remuneration paid to directors, president and vice presidents of the Company and the companies in the consolidated financial statements to net income were 4.81% and 4.84% in 2019 and 5.68% and 5.73% in 2018.

  • ( 2 ) Policy, standard and combination description for payment of remunerations: Pursuant to Company Act and the Article 27 of the “Articles of Incorporation of Far Eastern Department store ”, the distributed as Directors’ compensation should not more than 2.5% of profit of the current year. T he ratio and amount of actual distribution of directors' remuneration shall be determined by the Board of Directors in consideration of factors such as performance appraisal, company operating results and future business risks, and shall be reported to the shareholders' meeting. In addition, the business execution expenses are mainly based on the cost of vehicles and horses, and are determined by the relevant standards of the relevant industry and listed companies. The remuneration paid by the company is divided into salary, retirement pension, bonus and special expenses and employee compensation. The employee's remuneration is handled in accordance with the company's articles of association. The actual distribution ratio, amount and method are decided by the Board of Directors and reported to the shareholders' meeting. The overall remuneration package is based on the job title, with reference to the normal level of the industry, and considers the relationship between individual performance, the company's operating performance and future risks, and sets a reward policy that is motivating and can reasonably reflect performance.

  • ( 3 ) Procedure for setting a fee: Set up the salary and Remuneration Committee according to law, consider the level of relevant peers and listed companies, hold meetings to evaluate, set the salary remuneration of directors and managers, and submit the recommendations to the Board of Directors for discussion. If the board resolutions do not adopt or amend the committee's recommendations, it should be specified. However, if the resolution of the Board of Directors has a salary remuneration that is better than the committee's recommendation, it will report the relevant announcement according to the organization rules of the committee.

  • ( 4 ) Relevance to business performance: Business performance directly affects compensation.

25

  • ( 5 ) Relevance to future risks: Operating performance and remuneration are all based on institutional operations, avoiding the risk of human manipulation and ensuring the overall interests of the company.

4. Corporate Governance

4.1. Board of Directors

Total 6 meetings (A) were convened by the Board of Directors from 2019 up to the Annual Report being published. Attendance of each Director is as follows:

Title Name(Note 1) Attendance
in Person
(B)
By
Proxy
Meetings
during the
terms of
office(A)
Attendance
Rate (%)
(B/A)
(Note 2)
Remarks
Chairman Douglas Tong Hsu 6 0 6 100 -
Director Nancy Hsu,
Representative of Ding & Ding
Management Consultants.,
Ltd.
6 0 6 100 -
Director Nicole Hsu,
Representative of Far Eastern
New CenturyCorporation
6 0 6 100 -
Director Yvonne Lee,
Representative of Far Eastern
New Century Corporation
0 1 1 0 Resigned upon
re-appointment on
April 12,2019
Director Chee Ching,
Representative of Far Eastern
New Century Corporation
5 0 5 100 Succeeded upon
re-appointment on
April 12,2019
Director Philby Lee,
Representative of Yuli
Investments Corporation
6 0 6 100 -
Director Jin-Lin Liang,
Representative of Asia
Cement Corporation
5 1 6 83 -
Independent
Director
Edward Way 6 0 6 100 -
Independent
Director
Eugene You-Hsin Chien 6 0 6 100 -
Independent
Director
Raymond R.M. Tai 2 0 2 100 Resigned on
June 28, 2019
Other required disclosure:
(1) Should any circumstance occurred on board practices, the dates and sessions of the said board meetings, the contents of the
said resolutions, opinions of all independent directors, and measures the Company had in responding to such opinions shall be
specified: None.
(A) Any circumstance described in Article 14-3 of the Securities and Exchange Act: Not applicable since The Company
has established the Audit Committee.。
(B) Any resolution on which an independent director had a dissenting or qualified opinion occurred in board meetings: None
(2) Should there be any director neither joining discussion nor exercising the voting rights in board meetings for the resolution
which he/she has personal interests, the name of such director, the contents of the said resolution, the reasons such director
has personal interests, and the voting results shall be specified: None
(3) TWSE/GTSM Listed Companies shall disclose the evaluation cycle, period, evaluation scope, evaluation method, and evaluation
for the self-evaluation or peer evaluation of the Board of Directors: See the following “The information of implements in the
evaluation of the Board of Directors”
(4) Targets and measures of this and previous years established to improve the functionality of the Board of Directors and their

26

execution results (for instance, the establishment of the Audit Committee, the improvement of information disclosure, and so forth):

The Company elected its Independent Directors in 2012 of which their independency and professionalism not only provides objective opinions on company matters but also elevates business operations and protects shareholders’ equity. In addition, during the re-election of Directors in 2015, the Audit Committee was established, strengthening corporate governance.

The Company has established the Rules for Evaluation of Directors’ Performance, where performance evaluation is conducted regularly every year. In addition, every important resolution of the Board of Directors is announced and published on the Company's website to enhance the transparency of information regarding the operations of the Company and the Company enrolled liability insurance for its directors to protect the rights and interests of shareholders.

The state of implements in the evaluation of the Board of Directors

Evaluation cycle Evaluation scope Methods of evaluations Evaluation
Once a year Evaluation for Jun. 22, 2018
to Jun. 21, 2019

The self-evaluation of Board
of Directors, the board
members, Audit Committee,
and Remuneration
Committee
 The self-evaluation of the board members
1.Alignment of the goals and missions of the
company;
2.Awareness of the duties of a director;
3.Participation in the operation of the company;
4.Management of internal relationship and
communication;
5.The director's professionalism and continuing
education; and
6.Internal control.
 The evaluation of the performance of the Board
of Directors
1. Participation in the operation of the company;
2. Improvement of the quality of the Board of
Directors' decision making;
3. Composition and structure of the Board of
Directors;
4. Election and continuing education of the
directors; and
5. Internal control.
 The evaluation of the performance of the Audit
Committee
1.Participation in the operation of the company;
2.Awareness of the duties of the Audit
Committee;
3.Improvement of quality of decisions made by
the Audit Committee;
4.Makeup of the Audit Committee and election
of its members and
5.Internal control.
 The evaluation of the performance of the
Remuneration Committee
1.Participation in the operation of the company;
2.Awareness of the duties of the Remuneration
Committee;
3.Improvement of quality of decisions made by
the Remuneration Committee;
4.Makeup of the remuneration committee and
election of its members and
5.Internal control.

27

4.2 Audit Committee or Supervisors Participating in Board Meetings

4.2.1

The Audit Committee consists of all independent directors and meets at least once a quarter. The Audit Committee will assist the Board of Directors in establishing or modifying the company's internal control system and important handling procedures, matters involving the director's own interests, major asset-traded fund loans and endorsement guarantees, fundraising or private equity securities, appointment or remuneration of the CPA , accounting Or the appointment or dismissal of the Internal Auditor, annual financial reports, etc.

The Audit Committee has examined the Business Report, Financial Statements, and the Resolution for Allocation of Surplus Profit submitted by the Board of Directors for the year ending 2019 which had been audited by Deloitte & Touche, and found them in order.

The independence and adequacy of CPA have been evaluated by Audit Committee and Board of Directors on 27 March, 2020. CPA and the Company have no relation of any interest and relatives. CPA maintains an impartial and objective attitude as providing profession service. CPA receives a disinterested and independent written statement produced by certifying accounting firm. It conforms the regulation of independence and adequacy.

4.2.2 Audit Committee

The company has already set up an Audit Committee according to the law to strengthen corporate governance in 2015 board election.

Holding 6 times (A) of Audit Committee Meetings, the attendance status of Independent Directors

from 2019 up to the Annual Report being published :

Title Name Attendance
in Person (B)
By
Proxy
Meetings during
their term of office
(A)
Attendance
Rate (%) (B/A)
Remarks
Independent
Director
Edward
Way
6 0 6 100 -
Independent
Director
Eugene
You-Hsin
Chien
6 0 6 100 -
Independent
Director
Raymond
R.M. Tai
2 0 2 100 Resigned on
June 28, 2019
Other required disclosure:
(1). If any of below listed-circumstances of operation of Audit Committee Meetings, it’s necessary to be disclosed,
including dates of Audit Committee meetings, sessions, the contents of motions, all independent opinions from
Audit Committee members and the Company’s response to Audit Committee’s opinions :
1.1 Any circumstance described in Article 14-5 of the Securities and Exchange Act:

28

Meeting Date
(Term)
Important Resolutions Meeting results and The
Company’s response to
Audit Committee’s opinions
The 3rdMeeting of the
2ndTerm
(March 20, 2019)
1. Approved the change of auditing CPA from Deloitte & Touche since
2018Q4.
2. 2018 financial reports (including consolidated & standalone)
3. The proposal for distribution of 2018 profits.
4. The amendments to the “Procedure for Acquisition and Disposal of
Assets”.
5. Internal audit report
6. The Declaration of Internal Control System.
All presented committee
members have approved and
submitted to the
Board of Directors.
All Directors present consented
to the Declaration, and no
dissenting opinion was
expressed.
The 4thMeeting of the
2nd Term
(May 3, 2019)
1. Internal audit report
2. The 2018 business report
3. Proposal to amend the certain provisions of the Company’s “Procedures
For Endorsements and Guarantees”
4. Proposal to amend the certain provisions of the Company’s “Procedures
for Lendingof Capital to Others”
The 5th Meeting of the
2nd Term
(August 12,2019)
1. Internal audit report
The 6th Meeting of the
2ndTerm
(November 7,2019)
1. Internal audit report
2. The 2020 Audit Plan
The 7thMeeting of the
2ndTerm
(March 27, 2020)
1. 2019 financial reports (including consolidated & standalone)
2. The proposal for distribution of 2019 profits
3. Approval of reiterating to complete the preparing of financial report, and
comply with amendingRulers Of The Procedures For Preparation Of
Financial Statements”, and “Rulers For The Management Of Application
Of The International Financial Reporting Standards”.
4. Internal audit report
5. Proposal to amend the certain provisions of “Internal audit
implementation rules”
6. The Declaration of Internal Control System.
The 8thMeeting of the
2ndTerm
(May 5, 2020)
1. Internal audit report
2. The 2019 business report
  • 1.2 Any resolution on which the Audit Committee had a dissenting or qualified opinion occur with the approval of two thirds or more of the entire Board of Directors: None

  • (2). Should there be any independent director neither joining discussion nor exercising the voting rights in board meetings for the resolution which he/she has personal interests, the name of such independent director, the contents of the said resolution, the reasons such independent director has personal interests, and the voting results shall be specified: None.

  • (3).Communications among Independent Directors and the Company's Chief Auditor and CPA (Including significant issues, methods, and resolutions of discussion regarding the Company’s financial and business status) :

  • A. Communication between independent directors and Chief Audit Executive:

  • a. Audit reports shall be submitted, upon completion, to independent directors for review before the end of the next month in accordance with the law.

  • b.The Chief Audit Executive not only regularly reports audit-related affairs to the Audit Committee, the Board of Directors and independent directors, but also establishes communication and holds discussion from time to time according to degree of risk, so as to ensure a smooth channel of communication. Each Independent Director has no special suggestion.

  • B. Communication between independent directors and CPAs: CPAs appointed by the Company report the results of financial statement audit or review and other matters to be communicated in accordance with the relevant laws and regulations during the quarterly meeting of the Audit Committee. Under special circumstances, CPAs will report to the Audit Committee immediately. The Audit Committee of the Company has established good communication with CPAs. Each Independent Director has no special

29

suggestion.
C. Summary of communication between independent directors, the Chief Auditor and CPA:
a. Communications between Independent Directors and CPA:
Meeting Date (Term) Communication Outlines Communication Result
2019/03/20 The 3rdAudit Committee 2018 financial reports (including
Meetingof the 2ndTerm consolidated & stand-alone)
2019/05/03 The 4thAudit Committee
Meetingof the 2ndTerm
2019Q1 consolidated financial report Approved
by
Audit
2019/08/12 The 5thAudit Committee
Meetingof the 2ndTerm
2019Q2 consolidated financial report Committee and Board
of
Directors,
and
publicly announced on
2019/11/07 The 6thAudit Committee
Meetingof the 2ndTerm
2019Q3 consolidated financial report schedule and reported
to
the
securities
2020/03/27 The 7thAudit Committee 2019 financial reports (including authority.
Meetingof the 2ndTerm consolidated & stand-alone)
2020/05/05 The 8thAudit Committee
Meetingof the 2ndTerm
2020Q1 consolidated financial report
b. Communications between Independent Directors and the Chief Auditor:
MeetingDate(Term) Communication Outlines Communication Result
2019/03/20 The 3rdAudit Committee
Meeting of the 2ndTerm 1. 2018 Q4 Internal audit report
2. The Declaration of 2018 Internal Control
without an objection
2019/03/20 The 4thBoard of Directors System
Meetingof the 18thTerm
2019/05/03 The 4thAudit Committee
Meeting of the 2ndTerm
2019/05/03 The 5thBoard of Directors
2019 Q1 Internal audit report without an objection
Meetingof the 18thTerm
2019/08/12 The 5thAudit Committee
Meeting of the 2ndTerm
2019/08/12 The 6thBoard of Directors
2019 Q2 Internal audit report without an objection
Meetingof the 18thTerm
2019/11/07 The 6thAudit Committee
Meeting of the 2ndTerm
2019/11/07 The 7thBoard of Directors
1. 2019 Q3 Internal audit report
2. The 2020 Audit Plan
without an objection
Meetingof the 18thTerm
2020/03/27 The 7thAudit Committee 1. 2019 Q4 Internal audit report
Meeting of the 2ndTerm
2020/03/27 The 8thBoard of Directors
2. The Declaration of 2019 Internal
Control System
3. The amendment of “Internal audit
without an objection
Meetingof the 18thTerm implementation rules”
2020/05/05 The 8thAudit Committee
Meeting of the 2ndTerm
2020/05/05 The 9thBoard of Directors
2020 Q1 Internal audit report without an objection
Meetingof the 18thTerm

4.2.3 Communication outlines of Supervisors with the Board of Directors: Not applicable. The company has already set up an Audit Committee according to the law to strengthen corporate governance in 2015 board election.

30

4.3 Corporate Governance Execution Results and Deviations from “Corporate Governance

Best-Practice Principles for TWSE/GTSM Listed Companies”

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
(1) Has the Company formulated
and disclosed its own corporate
governance best practice
principles in accordance with
“Corporate Governance
Best-Practice Principles for
TWSE/GTSM Listed Companies”?
The Company has established the Corporate Governance Principles in
accordance with the "Corporate Governance Best Practice Principles for
TWSE/TPEx Listed Companies", and has fully complied with the relevant
regulations by implementing these principles. In addition, these
principles have been disclosed on the Company's website and the
Market Observation Post System (MOPS) for search purposes.
No material difference
(2) Shareholding Structure &
Shareholders’ Rights
a. Has the Company established
internal operating procedures
to handle shareholder
proposals, doubts, disputes,
and litigation related issues,
and practically implemented
such procedures?
The Company has established the Corporate Governance Principles, in
which a specific chapter titled "Protection of Shareholders' Rights and
Interests" is stipulated for implementation. According to the Corporate
Governance Principles, the Company has appointed a spokesperson, an
acting spokesperson, and a stock affairs agent, namely Oriental
Securities Corporation which is responsible for handling shareholders'
suggestions or questions so as to protect the rights and interests of
shareholders. In case of disputes and lawsuits, the Company will hire
the services provided by lawyers to help overcome these disputes and
lawsuits dependingon the situation.
No material difference
b. Has the Company kept a list of
major shareholders and a list
of ultimate owners of these
major shareholders?
Through the stock affairs agent, the Company fully keeps abreast of the
list of major shareholders with actual control over the Company and the
ultimate controllers of major shareholders, and reports information
regarding the relevant changes in accordance with the "Rules Governing
Information ReportingbyCompanies with TPEx Listed Securities".
No material difference
c. Has the Company established
and operated a risk
management mechanism and
“firewall” between the
Company and its affiliates?
Written guidelines have been formulated with regard to financial and
business operations between the Company and our affiliated
companies. In addition, price terms and payment methods are clearly
defined to eliminate unconventional transactions, and reduce business
risks.
In addition to the "Rules Governing Supervision and Management of
Subsidiaries", the Company has also established the "Procedures for
Lending of Capital to Others", the "Procedures For Endorsements and
Guarantees", the "Procedures for Acquisition and Disposition of Assets",
and the "Operating Guidelines for Related Party Transaction
Management", in order to establish the mechanism and firewall for
personnel, asset and financial risk management between the Company
and our affiliated companies.
No material difference
d. Has the Company established
internal rules to prohibit
company insiders from trading
securities using information
not disclosed to the market?
The Company has established the "Procedures for Handling Material
Inside Information", the "Code of Ethics" and “Best Practice Principles of
Ethical Corporate Management”, which stipulate that insiders in the
Company may not use undisclosed information to purchase and sell
securities. Besides, the Company has notified all directors and
supervisors, managers and employees of this provision, and has
published these rules and regulations on the Company's website
(http://www.feds.com.tw) to be complied by all coworkers, so as to
prevent violations or insider trading, and promote following items.
a. Insiders, such as newly appointed directors and managers at the
Company, shall be given both the “Procedures of Applying for
Handling Material Inside Information of the Company” and the latest
edition of "Regulations and Directions Governing Insiders' Equity at
TWSE Listed Companies" formulated by TWSE for insiders to comply
with as they sign the written statement.
b. The Company non-periodically promotes the “Procedures of
Applying for Handling Material Inside Information of the Company”
and the relative regulation and information in relation to inside
trading for prohibiting insiders to trade the securities by using
non-public information in the market.
c. The newly manager and employee of the Company shall sign
confidentiality agreements, the Company shall promote the
“Procedures of Applying for Handling Material Inside Information of
the Company”.
d. The status of implementation has been disclosed on the Company
No material difference

31

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
websits.
(3) Composition and Responsibilities
of the Board of of Directors
a. Have members of the Board of
Directors formulated diverse
policies and implemented
them accordingly?
The nomination and election of members of the Board of Directors are
carried out using the candidate nomination system, with reference to
the opinions of independent directors, by assessing the academic
qualifications of each member, as well as in compliance with the
"Election Procedures of Directors and Supervisors", and the "Corporate
Governance Principles", to ensure that diversity, independence and
stakeholders' opinions are taken into consideration.
Members of the Company's 18th Board of Directors (including 4 male
directors and 5 female directors) are highly specialized in business
management, leadership and decision-making, as well as knowledge of
related industries, and have education background in accounting,
finance, sales, diplomacy, as well as information and communications
technology. The diversity policy and operation of the Board of Directors
(refer to Appendix 1) are disclosed on the Company's website,
Succession Plan refers to Appendix 2.
No material difference
b. In addition to establishing a
Remuneration Committee and
an Audit Committee, has the
Company voluntarily
established other types of
functional committees?
To strengthen the corporate governance and ensure the compensation
system of the Company, the Company had established Remuneration
Committee and it had convened un-regularly to review the reasonability
of directors’ and managers’ compensation.
The Company has established the Remuneration Committee and the
Audit Committee in accordance with the law. In addition, the Company
has set up other functional committees, including the Personnel
Evaluation Committee, the Market Development Committee, and the
Budget Committee. Each division and department are responsible for
corporate governance operations according to its duties and
responsibilities. The Company will assess the establishment of other
functional committees as needed.
No material difference
c. Does the Company establish
regulations and method for
evaluating Board performance,
and conducted annual
performance evaluations
regularly, and submit the
results of performance
assessments to the Board of
Directors and use them as
reference in determining
compensation for individual
directors, their nomination and
additional office term?
To implement corporate governance and enhance the functions of the
Board of Directors, as well as to set performance targets to enhance the
efficiency of the operations of the Board of Directors, the Company
formulated the "Rules for Performance Evaluation of Board of Directors"
in accordance with the "Corporate Governance Best Practice Principles
for TWSE/TPEx Listed Companies". It had been approved to amend at
the 7thBoard of Directors Meeting of the 18thTerm, and it had added
the performance evaluation of Audit Committee and Remuneration
Committee, which is simultaneously announced on the Company's
website.
“Performance Evaluation for Board of Directors” is conducted regularly
every year, where members of the Board of Directors, Audit Committee
and Remuneration Committee, and its agenda working group were
assessed through a questionnaire survey in Nov. 2019. The performance
evaluation indicators are determined according to the operations and
needs of the Company, in order to effectively enhance the quality of
decision-making by the Board of Directors and its operational
performance. The evaluation result has been submitted to Board of
Directors in first quarter in 2020, and Board of Directors use them as
reference in determiningtheir nomination.
No material difference
d. Has the Company evaluated
the independence of CPAs on a
regular basis?
The Company's Accounting Department reviews the independence of
Certified Public Auditor once a year. The review result has been
reported to and approved by the Audit Committee and Board of
Directors on March 27, 2020. After the Company's Accounting
Department's assessment, Shu-Chuan Yeh and Ming-Hsin Cho, CPA of
Deloitte & Touche have met the Company’s independence standards
(refer to Appendix 3) and are qualified to act as the Company’s certified
public accountant. A declaration of independence from the certified
public accountants has also been obtained.
No material difference
(4) Does the Company appoint
qualified persons in an
appropriate number as
corporate governance
personnel, and appoint a chief
corporate governance officer to
be in charge of corporate
The Company appoint qualified persons in an appropriate number as
corporate governance personnel. On May 3, 2019, the Board of
Directors appointed Junior Vice President—Lily YT Liu as the Head of
Corporate Governance, who is responsible for supervising and
implementing corporate governance-related affairs. Junior Vice
President—Lily YT Liu had more than three years of managerial
experience in accounting,finance,legal affairs and stock affairs atpublic
No material difference

32

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
governance affairs (including but
not limited to furnish
information required for
business execution by directors,
assist the directors and
supervisors in complying with
laws and regulations, handle
matters relating to board
meetings and shareholders’
meetings according to laws,
handle corporate registration
and amendment registration,
record minutes of board
meetings and shareholders
meetings, etc.)?
companies.
The main duties of the Head of Corporate Governance, and the
performance of corporate governance are described as follows:
1.Handle matters related to Board of Directors' meetings and
shareholders' meetings, and prepare minutes of Board of Directors'
meetings and shareholders' meetings in accordance with the law:
(1)Draw up Board of Directors' meeting agendas and notify directors
of these agendas seven days in advance; convene Board of
Directors' meetings and provide meeting information and materials;
issue prior notice if recusal due to conflict of interests is required for
specific agendas; and complete the minutes of a Board of Directors'
meeting within 20 days after the meeting.
(2)Handle pre-registration of Board of Directors' meeting dates in
accordance with the law; prepare meeting notices, meeting
handbooks, and meeting minutes within the statutory time limit;
and handle change registration during the amendment of Articles
of Incorporation or the re-election of directors.
2.Assist directors in taking office and undergoing continuing education
and training:
Assist independent directors and other directors in formulating annual
continuing education plans and arranging courses according to the
Company’s
industry
characteristics,
and
the
education
and
professional background of directors.
3.Provide information required by directors to carry out corporate
affairs, and assist directors in legal compliance:
(1)Regularly notify members of the Board of Directors of the latest
developments and amendments of rules and regulations related to
the Company's business areas and corporate governance.
(2)Review the confidentiality level of relevant information, and
provide company information required by directors to ensure
smooth communication with directors and supervisors at all
departments and divisions.
(3)Assist in arranging meetings when there is a need for independent
directors to personally meet with the Chief Audit Executive or CPAs
in accordance with the Corporate Governance Best Practice
Principles.
(4)Verify whether the convening of shareholders' meetings and Board
of Directors' meetings comply with the relevant laws and the Best
Practice Principles of Ethical Corporate Management.
(5)Assist and remind directors of the regulations and suggestions to be
followed when carrying out their duties or making formal
resolutions in Board of Directors' meetings.
(6)Responsible for examining the announcement of major information
regarding important resolutions passed by the Board of Directors,
and ensure the legality and correctness of major news, so as to
ensure information symmetry for investor transactions.
4.Other matters stipulated in the Company's Articles of Incorporation or
contracts.
The status of continuing education for the Head of Corporate
Governance will be announced in accordance with the regulations,
and disclosed on the Company's website.
Head of Corporate Governance trainingstatus
No material difference
StudyDate SponsoringOrganization hours
2019.07.17 AccountingResearch and Development Foundation 3
An Explanation DeliveringFor Insiders In A Listed CompanyAnd A Public Company
2019.10.17 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar – Investigation as
A Corporation Faces Information SafetyGovernance – Focus on Legal Practice
2019.11.21 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The Study of the
Directors’ and Supervisors’ ResponsibilityFrom The Illegal Cases in SecurityMarket
2020.03.12 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The Analysis
And Utilization of Decision For Corporation Financial Crisis.
2020.04.16 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The Early
WarningAnd Type Analysis For Corporation Financial Information.
2020.04.16 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar–The Theory And

33

Evaluation Criteria Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
Utilization of Artificial Intelligence.
(5) Has the company established a
stakeholder (including, but not
limited to, shareholders,
employees, clients and suppliers,
etc.) communication channel, a
company website dedicated to
stakeholders, and appropriately
responded to the main social
responsibility issues which are
critical to stakeholders?
The Company’s Online Stakeholder section on CRS website allows
stakeholders to communicate with contact window of the Company’s
CSR office at any time through the online opinion mailbox. A
comprehensive system and processing mechanism are established to
promptly respond to stakeholders’ inquiries on significant corporate
social responsibility issues.
No material difference
(6) Has the Company commissioned
professional stock services
agents to handle shareholder
affairs?
The Company has appointed Oriental Securities Corporation to serve as a
professional stock affairs agent to assist in handling matters related to
shareholders' meetings.
No material difference
(7) Information Disclosure
a. Has the Company set up a
corporate website to disclose
information on financial,
business and its corporate
governance?
A shareholders' section has been established on the Company's website
in Chinese and English, thereby disclosing complete information
regarding financial statements and revenues, major news and corporate
governance-related information.
The Company's website: http://www.feds.com.tw
No material difference
b. Has the Company adopted
other information disclosure
channels (i.e. English website;
designated appropriate
personnel to be in charge of
Company information
collection and disclosure,
implemented the
spokesperson system,
uploaded the investor
conference presentations on
the Company’s website,etc.)?
The Company has set up, and is implementing the spokesperson and
acting spokesperson system, while holding investor conference and
publishing public information from time to time. In addition, the
Company has also appointed dedicated personnel to collect company
information and disclose major news on MOPS.
A shareholders' section has been established on the Company’s website
in Chinese and English.
No material difference
c. Does the Company announce
and report its annual financial
report within two months after
the end of a fiscal year, and
publish and report its financial
reports for the first, second
and third quarters as well as its
operating status for each
month before the specified
deadline?
The Company announces and reports its annual financial statements
within three months after the end of each fiscal year and within 45 days
after the end of the first, second and third quarters of each fiscal year,
and reports its financial statements and monthly operations as required
by Article 36 of the Securities and Exchange Act.
The Company makes public
announcements and file the
reports in accordance with
the regulations of Article 36
of Securities and Exchange
Act.
(8) Does the Company have other
critical information which can
help others to understand the
implementation of corporate
governance (including, but not
limited to, employee welfare,
staff care, investor relations,
supplier relations, stakeholder
rights, Director and Supervisor
training status, risk management
policies and risk measurement
standard implementation
progress, customer policy
implementation progress, and
the Company’s purchase of
liability insurance for Directors
and Supervisors?
(1)Employee rights and interests:The Company and our affiliated
companies have always adhered to the founding spirit of The Far
Eastern Group, namely "Sincerity, Diligence, Thrift, Prudence and
Innovation" to encourage employees, and insist on treating
employees with integrity while safeguarding employee rights and
interests in accordance with the Labor Standards Act.
(2)Employee care:To improve the living and safety standards of
employees, the Company and affiliated companies implement
various employee care measures, including purchasing insurance
for employees and their dependents, organizing health checkups for
employees, giving out solatium for injury and illness, and providing
hospital treatment discounts at Far Eastern Memorial Hospital.
(3)Investor relations:The Company has appointed dedicated personnel
to handle investors' suggestions and questions, so as to maintain a
good channel of communication between investors and the
Company.
(4)Supplier relations:The Company have always maintained a good
long-term partnership with our suppliers based on mutual trust and
benefits,in order toprovide customers withproducts that meet
No material difference

34

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
their needs.
(5)Stakeholders’ rights:Stakeholders may establish communication
with the Company and offer suggestions to the Company in order to
maintain their legal rights and interests, and can search for financial,
business and corporate governance information on the Company's
website.
(6) Continuing education for directors and managers:Refer to Appendix
4 and Appendix 5.
(7) The Company's risk management policyfollows the relevant
regulations and the Group's corporate culture of honest
management. Through the operation of the Board of Directors, the
Company has formulated various management policies and internal
control regulations and systems for all departments and divisions to
comply with. Risk identification, assessment and avoidance are
implemented and controlled by each business and administrative
departments, whereas the Internal Audit Department performs
plan, project and for-cause auditing, and regularly reports audit
results to the Company for decision-making, so that the Company's
risk management policy can be adjusted and revised in a timely
manner. (For its implementation status, refer to 6. Risk Analysis and
Assessment in Chapter VII - Review and Analysis of Financial Position
and Financial Performance, and Risk Issues)
(8) Implementation of Customer Policies:With regard to customer
policies for all consumers, the strategies we have adopted are as
follows: In terms of products, we provide high-quality and diversified
products. With the ever-changing replacement of products in the
market, the Company continues to strive for introducing new brands
with great potential in order to maintain product competitiveness.
As regards management, in addition to the launch of ISO quality
management system and the implementation of standardized
operating procedures, all branches regularly convene supervisor
meetings and strive to achieve the best performance in terms of
hardware equipment and sales services, so as to carry out strict
examination for consumers.
(9)Liability insurance purchased for directors and supervisors by the
Company:The Company purchased liability insurance for all directors
before on 30 June 2019, which reduces the legal risks and financial
liabilities of directors, thereby protecting directors from possible
damage during performance of duties. It had been submitted to
report to Board of Directors on 12 Aug. 2019.
(10)Relevant certifications obtained by personnel related to financial
information transparency as required by the competent
authority:Refer to Appendix 6.
No material difference

35

Evaluation Criteria Evaluation Criteria Evaluation Criteria Evaluation Criteria Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
Appendix 1. The status of implementation in diversity policy and operation of the Board of Directors:
The Board of Directors conducted annual performance evaluations regularly and confirm their background on diversity and
suitability
Diverse Key
Items
Name
Gender
Age
Operational
judgement
Finance &
accounting
Operational
management
Risk
management
Industrial
know-how
International
prospectives
Leadership &
decision-making
Douglas Tong
Hsu
Male
Above 60







Nancy Hs u
Female
Above 60







Nicol e H su
Female
30~50






Chee Chi ng
Female
50~60







Jin Li n Liang
Female
50~60







Phil by L ee
Female
50~60







Edward Yung Do
Way
Male
Above 60







Chien You Hsin
Male
Above 60







NoteThe tenure of two Independent Directors has been 6~9 years.
Appendix 2. Members of the Board of Directors, Succession Plan and Key Managerial Objectives for Key Management
In the succession plan of the Company's Board of Directors and important management, the successor should have excellent
academic and working experience, professional knowledge, and excellent work ability. He must also recognize the
Company's business philosophy "Sincerity, Diligence, Simplicity, Prudence, and Innovation." He should also be able to grasp
the Company's operating goals, communication between management team, and industry status.
In order to ensure that board members and successors have immediate control over the ever-changing management,
competitive environment, and corporate governance-related laws, the Company also plans various exclusive courses for
board members to facilitate the development of corporate governance.
Directed towards important management, the Company has planned a series of annual training courses and project
management training programs to identify management succession talents needed for continuous store development and
actively provided trainings to them. The content of the course is to strengthen management, operation, and foreign language
skills. With performance appraisal and promotion, it is hoped that the internal high-quality talent pool can be gradually
strengthened to ensure sustainable operation.
Diverse Key
Items
Name
Gender Age Operational
judgement
Finance &
accounting
Operational
management
Risk
management
Industrial
know-how
International
prospectives


Leadership &
decision-making
Douglas Tong
Hsu
Male Above 60
Nancy Hs u Female Above 60
Nicol e H su Female 30~50
Chee Chi ng Female 50~60
Jin Li n Liang Female 50~60
Phil by L ee Female 50~60
Edward Yung Do
Way
Male Above 60
Chien You Hsin Male Above 60
NoteThe tenure of two Independent Directors has been 6~9 years.
Appendix 2. Members of the Board of Directors, Succession Plan and Key Managerial Objectives for Key Management
In the succession plan of the Company's Board of Directors and important management, the successor should have excellent
academic and working experience, professional knowledge, and excellent work ability. He must also recognize the
Company's business philosophy "Sincerity, Diligence, Simplicity, Prudence, and Innovation." He should also be able to grasp
the Company's operating goals, communication between management team, and industry status.
In order to ensure that board members and successors have immediate control over the ever-changing management,
competitive environment, and corporate governance-related laws, the Company also plans various exclusive courses for
board members to facilitate the development of corporate governance.
Directed towards important management, the Company has planned a series of annual training courses and project
management training programs to identify management succession talents needed for continuous store development and
actively provided trainings to them. The content of the course is to strengthen management, operation, and foreign language
skills. With performance appraisal and promotion, it is hoped that the internal high-quality talent pool can be gradually
strengthened to ensure sustainable operation.








36

Evaluation Criteria Evaluation Criteria Evaluation Criteria Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
Appendix 3 Evaluation standards for CPA independence.
Evaluation Criteria Result Independence?
Y/N
1. Does the CPA have direct or indirect significant financial interests in the Company? No Y
2. Does the CPA conduct loan or guarantee activities with the Company or its directors? No Y
3. Does the CPA have potential employment relationship with the Company? No Y
4. Does the CPA or audit team members act as the Company's directors, supervisors or managers, or any
role that has significant influence on the audit engagement in recent twoyears?
No Y
5. Does the CPA provide any non-audit service to the Company that the service will directly impact the audit
engagement?
No Y
6. Does the CPA market or act as an agency of the Company's issued stocks or other securities? No Y
7. Does the CPA act as the Company's defense counsel, or negotiate conflicts with other third parties on
behalf of the Company?
No Y
8. Does the CPA have kinship with the Company's directors, managers, or personnel that have significant
influence on audit engagement?
No Y
Appendix 4. Board Directors’ training status:
Title Name Study Date Sponsoring Organization Study
Hours
From To
Chairman Douglas
Tong
Hsu
2019.07.23 2019.07.23 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (8thSession)
2019.11.14 2019.11.14 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (9thSession)
Director Nancy
Hsu
2019.09.18 2019.09.18 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar - The Violation of Financial Statement -
Case Study
2019.11.14 2019.11.14 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (9thSession)
Director Nicole
Hsu
2019.05.08 2019.05.08 Taiwan Corporate Governance Association 3
Critical Issues in Corporate Governance for Corporate Groups
2019.08.02 2019.08.02 Taiwan Corporate Governance Association 3
Digital Transformation and Cloud Computing: The Benefit And The Risk
Director Philby
Lee
2019.06.26 2019.06.26 Taiwan Institute of Directors 4
Annual Forum of TWIOD 2019 - A+ corporation X stockholders’ value
2019.11.05 2019.11.05 Independent Director Association Taiwan 3
How to Analyze the Key Finance Information of Corporation to Strengthen the Ability of Early Warning for Crisis.
2019.11.14 2019.11.14 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (9thSession)
Director Jin-Lin
Liang
2019.04.19 2019.04.19 Taiwan Academy of Banking and Finance 3
The Latest Developments of FinTech and RegTech — Practice and Case Study

37

Evaluation Criteria Evaluation Criteria Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
2019.07.23 2019.07.23 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (8thSession)
2019.11.14 2019.11.14 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (9thSession)
Director Chee
Ching
2019.07.23 2019.07.23 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (8thSession)
2019.08.30 2019.08.30 Taiwan Corporate Governance Association 3
Understanding the true operating performance through financial statements
2019.11.26 2019.11.26 Taiwan Academy of Banking and Finance 3
Corporate Governance Seminar - Intellectual Property Tax Planning
2019.12.17 2019.12.17 Taiwan Academy of Banking and Finance 3
Corporate Governance Seminar - Sustainable Operations Strategy and Sustainability Talent Management
Independent
Director
Eugene
You-Hsin
Chien
2019.01.24 2019.01.24 Taiwan Institute for Sustainable Energy 2
CEO special speech(15th)
2019.04.25 2019.04.25 Taiwan Institute for Sustainable Energy 2
CEO special speech(16th)
2019.07.23 2019.07.23 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (8thSession)
2019.07.24 2019.07.24 Taiwan Institute for Sustainable Energy 2
CEO special speech(17th)
2019.10.18 2019.10.18 Taiwan Corporate Governance Association 3
Artificial Intelligence in Taiwan: Opportunities and Challenges for Industrial Transformation
2019.10.31 2019.10.31 Taiwan Institute for Sustainable Energy 2
Heading for Sustainable Governance & Increasing Corporate Long-term Value
Independent
Director
Edward
Way
2019.02.22 2019.02.22 Taiwan Corporate Governance Association 3
Heading for Sustainable Governance & Increasing Corporate Long-term Value
2019.03.07 2019.03.07 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The Directions of Board Meeting and
Stockholders Meeting
2019.03.11 2019.03.11 Taiwan Insurance Institute 3
Corporate Governance Workshops (3rdTerm of 2019)- Talking About Directors And Officers: Duties, Obligations and D&O
Insurance
2019.05.02 2019.05.02 Securities and Futures Institute 3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The study About the Impact of
Corporation Due to New Money Laundering Control Act
2019.07.23 2019.07.23 Taiwan Academy of Banking and Finance 3
Board Operations and Corporate Governance (8thSession)

38

Evaluation Criteria Evaluation Criteria Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
2019.08.23
2019.08.23
Taiwan Corporate Governance Association
3
2019 Global Top Ten Risk Analysis
2019.08.27
2019.08.27
Taiwan Corporate Governance Association
1
Artificial Intelligence in Taiwan: Opportunities and Challenges for Industrial Transformation
2019.09.17
2019.09.17
Taiwan Corporate Governance Association
3
Initiatives of Directors on IT Risks and Opportunities.
2019.12.10
2019.12.10
Taiwan Corporate Governance Association
3
Industry 4.0 and How Does A Corporation Lead, Innovate, and Transform?
Independent
Director
Raymond
R.M. Tai
2019.02.22
2019.02.22
Taiwan Corporate Governance Association
3
Heading for Sustainable Governance & Increasing Corporate Long-term Value
(End of 2019.12.31)
Appendix 5 Managers training status
Title
Name
StudyDate
Sponsoring Organization
Study
Hours
From
To
President
Nancy Hsu
2019.09.18
2019.09.18
Securities and Futures Institute
3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The Case Study - The Violation of
Financial Statement
2019.11.14
2019.11.14
Taiwan Academy of Banking and Finance
3
Board Operations and Corporate Governance (9thSession)
Junior Vice
President
Hwa-Ling
Hsu
2019.04.27
2019.04.27
National Chung Cheng University E-Manufacturing and
E-Commerce Center
6
Anti-Money Laundering Practice: Computer Auditing; Transactions from blacklisted Accounts and Counter the
Financingof Terrorism,includingPanama Papers.
2019.09.09
2019.09.09
The Institute of Internal Auditors (IIA)-Taiwan
6
Corporate Governance Roadmap-Functions and Tasks of corporategovernancepersonnel.
Junior Vice
President
Lily Y. T. Liu
2019.07.17
2019.07.17
Accounting Research and Development Foundation
3
An Explanation Delivering For Insiders In A Listed Company And A Public Company Which Is Neither TWSE-Listed,
Nor Tpex-Listed To Transact Their Shares In Accordance With The Law
2019.10.17
2019.10.17
Securities and Futures Institute
3
Investigation as A Corporation Faces Information Safety Governance – Focus on Legal Practice
2019.11.21
2019.11.21
Securities and Futures Institute
3
Directors and Supervisors (including Independent) Practice Advanced Seminar –The Study of the directors’ and
supervisors’ responsibilityfrom the illegal cases in securitymarket
2019.12.23
2019.12.24
Accounting Research and Development Foundation
12
The Professional Continuous Development courses in Taipei for Principal Accounting Officers of Issuers, Securities
Firms,and Securities Exchanges
(End of 2019.12.31)
Appendix 6. For those staff who work to create transparency in the Company’s financial affairs, relevant licenses
and certification obtained from professional authorities are shown:
2019.08.23 2019.08.23 Taiwan Corporate Governance Association 3
2019 Global Top Ten Risk Analysis
2019.08.27 2019.08.27 Taiwan Corporate Governance Association 1
Artificial Intelligence in Taiwan: Opportunities and Challenges for Industrial Transformation
2019.09.17 2019.09.17 Taiwan Corporate Governance Association 3
Initiatives of Directors on IT Risks and Opportunities.
2019.12.10 2019.12.10 Taiwan Corporate Governance Association 3
Industry 4.0 and How Does A Corporation Lead, Innovate, and Transform?
Independent
Director
Raymond
R.M. Tai
2019.02.22 2019.02.22 Taiwan Corporate Governance Association 3
Heading for Sustainable Governance & Increasing Corporate Long-term Value

39

Evaluation Criteria Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
Department
Name of Certification
The Company Companies in the consolidated financial Report
statement
Finance
Dept.
Accounting
Dept.
Auditor Office Finance Dept. Accounting
Dept.
Auditor Office
CPA ROC 2 3 1 3 4 1
CPA China 1 3
Mid-Level Accountant China 1 9
Entry-Level Accountant China 6 7
ACCA 1
ICIA 1
Mid-Level Accountant 1
Junior-Level Accountant 2
Certificate of Accounting Profession 2 4
Level C technician for accounting 2 1 4 1
Internal controller of corporation 1 3 1 3
CIA 1 1 2
JCCP 17 17
ICCP 5 5
Bank Internal Control and Audit 1 1 1 1 1
Corporation Assistant E-planner 3 3
Certified Financial Manager for Small and
Medium Enterprises
1 1
Financial Planner 1 1 1 1
Certification of Securities Qualification 1
Stock & Investment Analyst 1 1 1
High Level Sales Representative in Stock
Company
1 3
Sales Representative in Stock Company 1 1 1
Investment Trust and Consulting
Representative
1 1
Trust Representative 2 1 2 1 1
Book Keeper of General Examination 1 1
Property Insurance Representative 1 1
Personal Insurance Representative 3 1 3 1
Sales Representative in Future Company 1 1 1 1 1

40

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and Reasons
Yes No Summary
Financial Markets and Professional Ethics 3 1 2 3 1 2
Basic test of Corporate Governance 1 1
Proficiency Exams for Stock Affair 1 1 1 1
Wealth Management Personnel 1 1
(9) Base on the result of ”Corporate governance Evaluation” announced by TWSE ( Taiwan Stock Exchange Corporation) in a recent year to illustrate the
status of matters have been already improved and priority measures to reinforce matters have not been improved
The Company ranked top 20% of the "Corporate Governance Evaluation" and continued to take effort and to optimize the Company’s website and the content
of annual report such as the English information in Company website.

41

Remark Remark 2019.05.03
newly-appointed
2019.05.03
resignation
Note 1: Please indicate Director, Independent Director, or others for Role.
Note 2: Compensation Committee Members, during the two years before being elected or during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes.
1. Not an employee of the Company or any of its affiliated enterprises.
2. Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of
the same parent company in accordance with the Act or with local laws).
3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or
more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the above persons in the
preceding subparagraphs 2 and 3;
5. Not a director, supervisor, or employee of a corporate /institutional shareholder that directly holds 5% or more of the Company's outstanding shares, ranks as of its top five shareholders, or has
representative director(s) serving on the company’s board based on Article 27 of the Company Law. (not applicable in cases where the person is an independent director of the Company, its parent
company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
6. Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company (not applicable in cases
where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
7. Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent); (not applicable
in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
No. of Public
companies
in which he/she
serves as
Remuneration
Committee
Member
3 1 1 2
Conform to Independent (Note 2) 10
9
8
7
6
5
4
3
2
1
With work experience for more than 5 years and the following professional qualification
requirements
Having work experience
in the area of commerce,
law, finance, or
accounting, or otherwise
necessary
company business
A judge, public prosecutor, attorney,
certified public accountant, or other
professional or technical specialist
who has passed a national
examination and been awarded a
certificate in a professional capacity
that is necessary for company
business
An instructor or higher
up in a department of
commerce, law, finance,
accounting, or other
academic department
related to company
business in a public or
private junior college,
college,
university
Condition
Name
Edward Way Eugene You-Hsin
Chien
Mei-Xue Lin Jing-Wu Huang
Role(Note 1) Independent
Director
Independent
Director
others others

42

43

4.4.2 Duties of Remuneration Committee

The Remuneration Committee is run in accordance with the “Remuneration Committee Charter”. The

main duties of this committee are described as follows:

  • (1) Establish and regularly review performance evaluation for Board of Directors and managers, as well as the policies, system, standards and structure of remuneration policies.

  • (2) Regularly assess and formulate remuneration for directors and managers.

4.4.3 Operation of the Remuneration Committee

(1).There are currently three members on the Remuneration Committee.

  • (2).The current term of office is from August 9, 2018 until June 20, 2021. Remuneration Committee meetings have been held 3 times (A) from 1 Jan. 2019 up to the Annual Report being published with the attendance status listed below:
Title Name Time of
Attendance
(B)
Time of
Attendance
by Proxy
Meetings
during their
term of office
(A)
Actual Percentage
of Attendance (%)
(B/A)
Remark
Convener Edward Way 3 0 3 100%
Committee member Eugene
You-Hsin Chien
2 0 2 100% 2019.05.03
newly-appointed
Committee member Mei-Xue Lin 3 0 3 100%
Committee member Jing-Wu Huang 1 0 1 100% 2019.05.03
resignation
Other matters of importance:
1. Instances where the Board of Directors declines to adopt, or attempts to modify, recommendations from the Remuneration Committee, any
objection should specify the dates of meetings, sessions, contents of motion, resolution by the Board of Directors, and the Company’s
response to the Remuneration Committee’s opinion (for example, where the remuneration passed by the Board of Directors exceeds the
recommendations of the Remuneration Committee, the circumstances and reasons for the difference of opinions shall be specified) : None.
2. Instances where resolutions of the Remuneration Committee were objected to by members, or subject to qualified opinion and recorded or
declared in writing (where date of meetings, sessions, and contents of motions, all members’ opinion and the response to members’ opinion
are specified): None.

3.4.4 Instances where discussion and results of resolution of the Remuneration Committee and the response to members’ opinion

opinion
Meeting Date
(Term)
Mater to be discussed Resolution The response to
members’ opinion
Mar.19, 2019
The 2ndmeeting of the 4th term
To discuss and approve the 2018
Directors’
remuneration
and
employees’
compensation
of
the
Company.
Approved
by
all
attending
members without objection.
The proposal is submitted to Board
of Directors, and approved by all
attending.
Mar. 27, 2020
The 4thmeeting of the 4th term
To discuss and approve the 2019
Directors’
remuneration
and
employees’
compensation
of
the
Company.

44

4.5 The state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance:

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
(1) Does the Company
conduct the risk
assessment of the
environment, society
and corporate
governance linking to
Company’s operation in
accordance with the
principle of materiality,
and stipulate relative
risk management
policies or strategies?
1. The Company has long adopted a sound risk
management mechanism to identify risks and threats
based on the principle of materiality of corporate
social
responsibility,
and
have
established
responsible committees and departments to manage
and control such risks, so as to ensure that the
Company is actively engaged in the development of
various businesses under the risk management
system, reducing the impact of business activities on
the environment, society and corporate governance,
and preventing the recurring issues.
2. All types of risks are managed at first line through
management
procedure
defined
by
internal
responsible departments in the organization. The
Company is able to identify, evaluate, monitor, and
control risks through unified standards when
conducting various businesses. The internal audit
office also periodically conducts audit activities and
projects to ensure the risk management system is
effectively operated by all departments. The internal
audit office periodically reports annual audit plan
and quarterly audit reports to the Board of Directors.
3. From the perspective of "systematic risk" and
"non-systematic risk", Far Eastern Department Stores
regularly assess the risk changes that an enterprise
may face in its operation. The management and
countermeasures of six risk types, namely “food
safety risk, mall operation risk, human resource risk,
financial management risk, legal compliance risk,
and personal information management risk”, are
listed as follows. For details, please refer to the
Company’s Corporate Social Responsibility Report.
No material difference
Type of Risk Explanation of Risk Countermeasures
Food safety
risk
With the increasing
attention paid to
food safety issues
by customers, the
proportion of
catering counters in
the department
store has also
gradually increased.
Food safety
incidents will have
great impact on the
Company's
operation and
corporate image.
 Define clear
specifications
and
requirements in
contracts with
suppliers and
request them to
follow those
requirements.
 Regular
inspections and
irregular project
inspections are
conducted to
ensure food
safety.
 Conduct
preventive food,
beverage,
kitchen safety,
and hygiene
inspection.
Mall
operation
risks
There are always
big crowds in
department stores.
An unsafe
environment can
easily lead to public
 Strengthening
incident
notification and
handling
mechanism.
 Regular

45

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
accidents. While
government
regulations have
become
increasingly
stringent on safety
requirements for
business premises,
any violation might
cause penalties and
impair customers'
desire to visit and
shop.
inspection of
various
equipment and
conduct
maintenance
such as clean,
maintain and
upgrades.
 Two to four fire
safety drills and
training sessions
are conducted
annually to
enhance disaster
prevention
knowledge and
skills.
 Enhance the
promotion of
electricity safety
and establish
daily inspection
checklist.
 Amend the
contractor
management
rules and
strengthen the
safety and health
management of
outsourcing
working
environment.
No material difference
Human
resource risk
Competitors have
been actively
increasing locations
and expanding
premises, which led
to a large demand
for labor in the
service industry.
However, the
character of long
working hours and
work shifts in
holidays makes it
difficult to attract
new hires.
 Increase
recruitment
channels and
recruit talents.
 Initiate retention
mechanism and
design a
motivative
compensation
package that is
superior to
competitors.
 Enrich benefit
package to
enhance
employee's sense
of well-being so
employees can
work at ease.
 Implementing
talent cultivation
and training
program for
management
trainees.
Financial
management
risk

Sufficient cash flow
is necessary to
support the
operational growth
and store
expansion. The
emergence of
 Set up a financial
risk management
team to swiftly
respond to
changes in the
capital and
currency markets.

46

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
outlets, new players
in the industry, and
the carved market
share by
e-commerce might
affect revenue and
profitability.

 Drive productivity
improvement
programs to
improve efficiency
of organizational
manpower and
physical resources.
 Set up KPIs to
control operating
expenses and
reduce operating
costs.
No material difference
Legal
compliance
risk
Failure in complying
with laws and
regulations during
operation may
result in additional
property and
goodwill losses.

 Organize risk
training courses
annually to
enhance risk
management
awareness.
 Provide weekly
updates on law
changes to enable
all employees get
hold of regulatory
changes all the
time.
Personal
information
management
risk

In the
informatization era,
both the scope and
frequency of using
personal
information
increased, so
personal
information must
be properly
managed and used
to ensure personal
information
security.
 The Company has
established
management
measures to
strengthen
personal
information
protection and
management.
 Implement ISO
27001 Information
Security
Management
System.
 Conduct regular
training for
information
security personnel.
(2) Has the Company
established a dedicated
(or non-dedicated) unit
to promote CSR, which
is authorized to handle
senior management
level affairs by the
Board of Directors, and
sends feedback on its
handling to the Board?
1. Since 2015, the Company set up the "Corporate
Social Responsibility Committee", in which the
President serves as the chairman of the committee,
and the Chief Financial Officer serves as the chief
executive officer of the committee. Moreover, an
executive office has also been set up to implement
strategy development, offer event proposals and
prepare CSR reports.
2. A total of eight functional committees have been
formed
under
the
CSR
Committee.
These
committees meet regularly every month to report
and track the progress of various projects.
3. Major CSR decisions and the implementation of
these decisions are regularly reported to the Board
of Directors in the quarterly Board of Directors'
meeting. In 2019, the Board of Directors has passed
a total of 21 resolutions.
No material difference
(3). Environmental Topic

47

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
(a) Has the Company
established an
appropriate
environmental
management system
according to its industry
characteristics
The Company and its subsidiaries are actively
promoting
various
energy
management
and
energy-saving goals including (1) water chiller switch
control (2) back stage lighting reduction control (3)
elevator reduction control during off-peak time (4)
adding frequency conversion automatic deceleration
device for escalators, so as to respond to government
policies, mitigate global climate change, and fulfill
corporate social responsibilities to protect the global
environment.
No material difference
(b) Is the Company
committed to enhancing
the effectiveness of
utilizing various resources
and consuming recycled
materials as feedstock to
minimize the adverse
impact on the
environment?

In order to properly protect the natural environment,
the Company actively promotes the implementation of
the code of practice, and strives to improve the
efficiency of the use of various resources. When
conducting any operating activity, ecological impacts
have to be considered to reduce environmental impact.
No material difference
(c) Does the Company
evaluate current and
future climate change
potential risks and
opportunities and take
measures related to
climate related topics?
Due to the global warming effect, the annual average
temperature gradually rises. The Company's energy
team has planned and implemented action plans for
the relevant risks and opportunities after approval, and
set up the "internal control table for indoor air
temperature limits" and "internal control table for
air-conditioning unit switch" for a standard indoor
temperature range and the air-conditioning unit switch
time based on season, climate, temperature, as well as
daily operating hours, business areas, and business
types of each branch company. In 2017, the Company’s
Headquarter Building and Mega City Banqiao store took
the
lead
in
implementing
ISO
50001
energy
management system. In 2019, ISO 14064-1: 2018 was
implemented in Hualien Branch to conduct greenhouse
gas inventory. The above actions were taken to achieve
the
management
goal
of
improving
energy
performance and carbon emissions.
No material difference
(d) Does the Company
collect data for
greenhouse gas
emissions, water usage
and waste quantity in
the past two years, and
set energy conservation,
greenhouse gas
emissions reduction,
water usage reduction
and other waste
management policies?
The Company integrates relevant utility usage on
quarterly basis
and
conducts internal
reviews,
formulates various energy management indicators and
reduction
standards
to
control
various
energy
consumption. Since 2012, the Company has maintained
a downward electricity consumption trend for eight
consecutive years, saving 38.5 million kWh in total,
with a cumulative power saving rate of 18.3%. In 2019,
the total electricity consumption of the ten stores in
Taiwan was 187,696 thousand kWh, which was 1.5%
less than that of 2018 and 1.5% reduction of carbon
emissions. In 2020, the goal for the Company is 1%
saving in electricity.
No material difference
(4). Social Topic
(a) Has the Company set up
management policies
and procedures
according to related laws
and regulations as well
as the International Bill
of Human Rights?

In order to protect employees' basic human rights and
create an environment to protect employees' human
rights,
the
Company
recognizes
the
Tripartite
Declaration of Principles Concerning Multinational
Enterprises and Social Policy of the International Labor
Organization, the OECD Guidelines for Multinational
Enterprises, the United Nations Universal Declaration of
Human Rights and the principles and spirit of the
United Nations Global Compact. The Company has
established various labor policy and rules according to
No material difference

48

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
related laws such as Labor Law and Act of Gender
Equality in Employment. Monthly self-checks are
conducted to ensure compliance with laws and
regulations.
In
order
to
ensure
good
labor
relations,
labor-management meetings are held on regular basis.
Any employee related matter may be determined after
thorough communication between both parties. At
the same time, in order to inspire employees’ morale
and protect employees' legal rights and interests to
promote harmonious labor relations, the Company has
formulated the Measures for Handling Employees’
Opinions. Any infringement of employees' right or
unfair matters can be reported.
The Company complies with the Occupational Safety
and
Health
Act
and
related
regulations.
Top
management
has
signed
the
Declaration
of
Occupational Safety and Health Policy to demonstrate
the Company’s determination to promote occupational
safety and health management. The Occupational
Safety and Health Committee meeting is held
periodically on quarterly basis to discuss and review
matters related to safety and health management and
work rules, management regulations, amendments to
occupational safety and health management plans of
the Company and prepare records.
No material difference
(b) Has the Company
established
appropriately managed
employee welfare
measures (include salary
and compensation, leave
and others), and link
operational performance
or achievements with
employee salary and
compensation?


The Company's annual reports and official website
disclose the Company's Articles of Incorporation, which
clearly
specifies
the
allocation
of
employee
remuneration, stating that: "If the Company posts a
profit for a particular year, the Company shall allocate
2% to 3.5% of its profit as employee remuneration...
Employee remuneration may be distributed in the form
of shares or cash. The actual distribution ratio, amount
and method, as well as the number of shares involved
therein shall be approved by the Board of Directors,
and reported to the shareholders' meeting before
implementation."
In
addition
to
establishing
the
“Remuneration
Committee” to enhance corporate governance and
strengthen the compensation system, the Company
also formulates a reasonable employee compensation
policy with reference to the pay standards set by the
same industry and public companies, which clearly
specifies that the Company's incentive bonus systems,
such as monthly performance evaluation bonus,
anniversary event target achievement bonus and
year-end bonus, which are distributed according to
personal or departmental performance, so as to
enhance the Company's overall business performance.
Supervisors at all levels are required to assess the
knowledge, conduct, skills and performance of their
subordinates at all times.
Meanwhile, the Company also accelerates the
promotion of key talents through annual performance
appraisal,
salary
increase,
and
performance
improvement. Average employee salary increase was
around 3% to 5% in 2019. Other labor conditions,
such as leave and other welfare benefits, are granted in
accordance with law or even superior to statutory
requirements to protect employees' legitimate and
reasonable welfare.
No material difference

49

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
(c) Has the Company offered
a safe and healthy work
environment and
routinely implements
safety and health
education for its
employees?

1. With the implementation of self-management and
automatic inspection programs, the Company's Head
Office regularly visits each branch to examine the
implementation
and
performance
of
the
occupational
safety
and
health
management
program, and carry out on-site safety and health
inspection.
2. The Company regularly implement the operating
environment monitoring plan every six months, and
carry out operating environment monitoring (carbon
dioxide and noise) once, in order to ensure the safety
and health conditions at the workplace, and provide
the excellent working and shopping environment for
the employees and customers.
3. Drinking water quality inspection (plate colony count
and coliform group) is conducted regularly on
quarterly basis. The test results showed that drinking
quality met the standards, so employees can drink
water with relief.
4. New coworkers are required to undergo safety and
health training. The Company formulates education
and training plans to educate employees on safety
and health issues at the workplace, and organizes
professional training and regular retraining for
personnel with the relevant certifications and
licenses (including occupational safety and health
management personnel, nursing staff in charge of
labor health services, emergency rescue personnel,
fire prevention personnel, dedicated personnel for
indoor air quality maintenance and management,
etc.).
5. The Company regularly conducts health checkups for
employees,
and
implements
health
tracking
management in line with physical and mental health
protection programs (including muscle and bone
damage prevention, overwork prevention, workplace
violence prevention and maternal health protection).
Besides, the Company offers on-the-spot health
services by hiring doctors in order to provide our
coworkers with health consultation and management
services, so as to carry out strict examination for the
healthy of coworkers by the Company and doctors.
6. The Company regularly conducts fire drills once
every six months, and regularly conducts Group A
personnel drills every month, so that coworkers are
familiar
with
handling
firefighting
tasks
and
emergency response.
7. The Company has emergency personnel and first-aid
kits in place, in order to provide initial treatment for
injuries during workplace accidents.
8. The Company establishes health station for providing
propaganda material of healthy announcement,
sphygmomanometer,
body
fat
monitor,
ear
thermometer, first aid kit, mask, and alcohol for
disinfection.
9. The Company has set up automated external
defibrillators (AED). AED managers regularly undergo
retraining, while over 70% of our coworkers regularly
undergo AED and CPR training. In 2019, the
Company's stores, including Paoching Store, Banqiao
Store, Panhsin Store, Taoyuan Store, Hsinchu Store,
Taichung Store, Chiayi Store, Tainan Chenkung Store,
Tainan Gongyuan Store, Kaohsiung Store and Hualien
Store, have obtained the "AED Certification" from the
Ministry of Health and Welfare.
No material difference

50

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
10.The Company has implemented smoke prevention
management and health management to protect
coworkers’ physical and mental health. In 2019, the
Company's Head Office, Paoching Store, Panhsin
Store, Banqiao Store, Taoyuan Store, Hsinchu Store,
Taichung Store, Chiayi Store, Tainan Chenggong
Store, Kaohsiung Store, and Hualien Store have
obtained
the
"Accredited
Healthy
Workplace-Smokefree and Health Promotion Badge ”
from the Ministry of Health and Welfare.
11.The Company holds at least 6 lectures of health.
Their material of lecture is plentiful and various. The
coworkers can participate with free by their interest.
12.The Company continues to create a zero-accident
workplace. In 2019, Banqiao Store, Taoyuan Store,
Tainan Chenggong Store, and Hualien Store were
awarded
the
"Zero-Accident
Time
Record
Certification" from the Ministry of Labor.
13.Information related to health and safety is delivered
from time to time, and posters are posted in pantries
to provide employees with the latest news and
related knowledge.
14.The human rights related education and training held
in 2019 includes labor related, labor safety, and
health management. 3,382 persons participated and
4,909 hours were held in total.
No material difference
(d) Has the Company
established an effective
career developmental
plan for its employees?
The Company provides a diverse range of learning
channels and development resources according to
personal job needs, performance evaluation results and
career development needs, and is committed to
creating a learning environment, including on-the-job
training, classroom training, job guidance and job
rotation, so that employees can move toward personal
career development and company development, and
continue to learn happily.
No material difference
(e) Does the Company’s
product and service
comply with related
regulations and
international rules for
customers’ health and
safety, privacy, sales,
labelling and set polices
to protect consumers’
rights and consumer
appeal procedures?
Products are provided by ethical counters which are
run legitimately, and exhibit the terms of use, country
of origin, and inspection marks which indicate that the
products comply with national standards. All products
comply with laws and regulations. The Company
attaches great importance to the protection of each
consumer's personal information and privacy. The
Company internally controls the use of consumers'
personal information through information security
management procedures, and externally announces
consumers' personal information protection clause.
The consumers' personal information deletion request
and complaint channel are handled by designated
personnel, who helps consumers to alleviate concerns
or delete data. Irregular inspections are done in
accordance with the aforementioned controls and
procedures to implement the protection of consumers'
personal information. If customers meet the problem
of damage of their right or interest, then can reflect to
the customer center of each branch, customer service
and the email of customer service. They will receive
response within three days.
No material difference
(f) Does the Company set
supplier management
policy and request
suppliers to comply with
related standards on the
topics of environmental,
occupational safety and
health or labor right, and
their implementation

In order to ensure that suppliers comply with social and
ethical standards, understand and comply with laws,
actively respond to environmental protection and social
related issues, take up corporate social responsibility
and continue to improve, the Company has stipulated
“The regulations of management for contractors” to
request suppliers' operation in occupational safety and
health. The Company has also gradually promoted the
signing of the“Supplier Corporate Social Responsibility
No material difference

51

Evaluation Criteria Implementation Status Implementation Status Implementation Status Deviations from “Corporate
Social Responsibility Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Summary
status? Commitment Statement” by the Company’s contract
suppliers since October 2016. Contract suppliers shall
continuously pay attention to "labor and human rights,
health and safety, environment protection, commercial
code of ethics", which is one of the criteria for supplier
selection.
The Company has formulated "Contractor Management
Rules" to comply with safety and health related
regulations, fulfill the obligation of hazard notification,
implement safety and health management and
effectively perform safety and health work, reduce
disaster occurrence rate and ensure personal safety.
The contracts between the Company and suppliers
have listed in detail regarding management of building
environment, mall management, merchandize quality,
mall security, personnel management, bookkeeping,
customer service in order to mutually achieve the goal
of social responsibility. Actions will be taken according
to law in case suppliers violate the contracts.
No material difference
(5). Does the Company
refer to international
reporting rules or
guidelines to publish
CSR Report to disclose
non-financial
information of the
Company? Has the said
Report acquire 3rd
certification party
verification or
statement of assurance?
1. The Corporate Social Responsibility Report is
compiled in accordance with the GRI Standards
published by the Global Reporting Initiative and
adopts a core option to expose the principles.
2. The report is verified by a third-party verification unit
to confirm compliance with the core options of the
GRI Standards. And AA1000 Type 1 Moderate Level.
No material difference
(6) If the company has set up the principles based on "Corporate Social Responsibility Best-Practice Principles for TWSE/GTSM
Listed Companies", please illustrate the implementation progress and any difference:
The Company has established the "Corporate Social Responsibility Policy", while actively fulfilling our role as a corporate
citizen. The Company regularly publishes CSR reports every year to illustrate the implement status of CSR information and to
continuously enhance the transparency of CSR information disclosure, the Company also formulates corporate sustainability
visions through the CSR Committee to achieve goals such as "implementing corporate governance, developing a sustainable
environment, and maintaining social welfare", which becomes a positive force in driving sustainability, thereby welcoming a
better life with the society.

52

Implementation Status Deviations from “Corporate Social Responsibility BestEvaluation Criteria Practice Principles for Yes No Summary TWSE/GTSM Listed Companies” and Reasons (7) Please state any other important information that would facilitate better understanding of the Company’s status in fulfilling corporate social responsibilities:

==> picture [518 x 615] intentionally omitted <==

53

4.6 The state of the company’s performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance

such variance
Evaluation Criteria Implementation Status (Note 1) Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and
Reasons
Yes No Summary
(1). Establishment of Business Conduct
policy and plans
(a) Does the Company establish the
business conduct policy approved by
the Board of Directors, and
demonstrate business conduct policy
and practice in the corporate
guidelines and external documents?
Have the Board of Directors and
management committed to actively
implement such policy?
(b) Does the Company establish a risk
assessment mechanism against
unethical conduct, analyze and assess
on a regular basis business activities
within their business scope which are
at a higher risk of being involved in
unethical conduct, and establish
prevention programs accordingly?
Does the prevention programs
include at least the precautionary
measures based on Paragraph 2 in
Article 7 of the “Ethical Corporate
Management Best Practice Principles
for TWSE/GTSM-Listed Companies”?
(c) Has the Company established and
implemented an unethical conduct
prevention plan, which stipulates
operational processes, provides
guidelines for conduct, discipline for
violations of rules, and an appeal
system in each case, and regularly
review and revise the plan above?



The Board of Directors of the Company has
approved to establish the "Code of Ethics" and
the "Best Practice Principles of Ethical Corporate
Management", which specify that employees of
the Company shall adhere to the best practice
principles of ethical corporate management
while conducting various business activities.
Besides, the Company clearly specifies matters
related to the code of conduct, including
"prohibition of offering and receiving bribes",
"prohibition
of
providing
illegal
political
contributions",
"prohibition
of
improper
charitable
donations
or
sponsorships",
"prohibition of unreasonable gifts, hospitality or
other illegitimate interests", etc., where the
scope of application for the "Best Practice
Principles of Ethical Corporate Management"
applies to subsidiaries of the Company. To
ensure the implementation of these rules and
regulations, the Company shall clearly specify in
its
annual
report
the
ethical
corporate
management policies and the commitment by
the Board of Directors and senior management
on rigorous and thorough implementation of
such policies, and shall carry out the policies in
internal management and
in
commercial
activities. Besides, the ideas and beliefs behind
the Code of Ethics and the Best Practice
Principles of Ethical Corporate Management
have been promoted and incorporated into the
daily work of employees via various channels,
including
the
Company's
website
(http://www.feds.com.tw), internal publications,
and various types of meetings. In addition, the
Company's stakeholders are also reminded to
follow and respect the Company's moral and
ethical standards.
With respect to business activities with high risk
of unethical conduct, the Company has
established effective accounting and internal
control systems without establishing external
accounts or keeping confidential accounts/ The
Company also conducts review at any time to
ensure that the design and implementation of
these systems are continuously effective.
In order to implement the ethical corporate
operation policy, the “Procedures for Ethical
Management and Guidelines for Conduct” has
been formulated to specify matters for attention
when the Company’s personnel conducts
business, to establish a system of disciplinary
action for violations and whistle-blower systems,
to announce internal and external independent
whistle-blower mailbox, in order to curb
dishonest conduct and implement the honest
operating policy.
No material
difference
No material
difference
No material
difference

54

Evaluation Criteria Implementation Status (Note 1) Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and
Reasons
Yes No Summary
(2). Implementation of the Code of
Business Conduct
(a) Does the Company evaluate the
ethical conduct records of its
counterparties and specify “Ethical
Clauses” in business contracts?
Because the Company has developed and built a
strong presence in Taiwan for years by adhering
to our founding spirit of "Sincerity, Diligence,
Thrift, Prudence and Innovation" as the highest
guiding principles for business development, the
Company
requires
all
stakeholders
with
commercial dealings with us, including suppliers,
contractors or other collaborators, to comply
with the same moral and ethical standards as
our managers and coworkers. For instance, since
October 2016, the Company has gradually
required
suppliers,
contractors
or
other
collaborators to sign the "Supplier Corporate
Social Responsibility Commitment Statement "
in service contracts, and to be committed to
complying with the items specified in the
statement of undertaking, and also takes the
opportunity continuously to communicate with
stakeholders and continuously remind them of
our ethical standards, so as to prevent unethical
conduct.
No material
difference
(b)Has the Company established a
dedicated unit under the supervision
of the Board of Directors to promote
corporate ethical management and
unethical conduct prevention plan
which regularly (at least once a year)
report to the Board on their
implementation status?
(c) Does the Company promulgate
policies to prevent conflicts of
interests and offer appropriate

Before conducting business with suppliers, the
Company will request suppliers to provide
product inspection records and carefully assess
the suppliers' past information. The contracts
between the Company and suppliers set out
various
management
practices
with
the
objective of achieving mutually beneficial
operations. Articles of breach of contract,
termination, and confidentiality are all specified
in the contract. Actions will be taken according
to law in case suppliers violate the contracts.
The terms of ethical conduct have been
specified in all significant contracts between the
Company and its suppliers. Otherwise the
suppliers are requested to sign the Supplier
Social Responsibility Commitment Statement,
which includes the terms of ethical conduct.
To improve the management of integrity
operation, the Company’s corporate governance
officer who reports to Board of Directors and
human resource department are responsible for
the formulation and supervision of integrity
operation policies and preventive measures, and
report to the Board on periodic basis (at least
once a year). At the same time, internal auditors
also include the implementation of ethical
corporate management into the scope of audit
to perform annual self-assessment, and report
these matters to the Board of Directors.
When Directors, managers, or other persons of
the Company discover, in the course of
conductin the Coman's business conflict of
No material
difference
No material
difference

channels for reporting conflicts of
benefits?
g py ,
interests with themselves, the legal persons or
stakeholders theyrepresent,theyshall abstain

55

Evaluation Criteria Implementation Status (Note 1) Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and
Reasons
Yes No Summary
from voting at the meeting of the Board, and the
other persons shall report the relevant matters
to their direct supervisors and the designated
department of the Company, and the direct
supervisors shall provide proper guidance.
The Company has established “Procedures for
Ethical
Management
and
Guidelines
for
Conduct”
and
the
"Whistleblower
and
Disciplinary Measures Against Violations of
Ethical
Conduct
and
Ethical
Corporate
Management". Any personnel who violates the
best practice principles of ethical corporate
management shall be punished based on the
seriousness of the violation. The Company has
set up a grievance system to provide violators
with a route to seek help in accordance with the
relevant rules and regulations.
(d) Does the Company establish an
effective
operation
of
the
accounting and internal control
systems, and its internal audit unit
devise relevant audit plans based
on the results of assessment of the
risk of involvement in unethical
conduct, and examine accordingly
the compliance with the prevention
programs, or engage a certified
public accountant to carry out the
audit?
(e) Does the Company periodically
conduct internal and external
training on ethical management?












The Company's internal auditors examine
compliance with the Company's accounting and
internal control systems from time to time based
on these systems, and prepare audit reports,
which are to be submitted to the Board of
Directors.
The Company has published these rules and
regulations on the Company's website in order
to promote these rules and regulations. Other
than requiring new employees to learn about
the code of ethics and ethical corporate
management, the Company also implements
methods
such
as
establishing
internal
regulations, internal management requirements,
as well as education and training, in order to
implement
ethical
corporate
management
policies. In 2019, a total of 331 people attended
a total of 327 hours of internal and external
trainings on issues related to ethical corporate
management (including courses related to
compliance with ethical corporate management
regulations, accounting system, internal control
system, etc.).
No material
difference
No material
difference
(3). Establishment of Reporting
Channels for Violations of the Code Of
Business Conduct.
(a) Has the Company established a
specific complaints and rewards
system through convenient channels
for lodging complaints? And does the
Company assign dedicated personnel
to attend to the matter?
(b)Has the Company established
standard operating procedures for
investigating and adopting follow-up
measures after investigations of
cases, and handling complaints in a
confidential manner?



The Company has stipulated the relevant
provisions in the "Code of Ethics", the "Best
Practice
Principles
of
Ethical
Corporate
Management",
”Procedures
for
Ethical
Management and Guidelines for Conduct” and
the "Whistleblower and Disciplinary Measures
Against Violations of Ethical Conduct and Ethical
Corporate Management".
If an employee at the Company discovers a
violation of provisions related to ethical
corporate management, the employee shall take
the initiative to file a whistleblower complaint to
the Audit Committee, managers, the Chief Audit
Executive, the chief corporate governance
officer, the Human Resources Department or
No material
difference
No material
difference

56

Evaluation Criteria Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM-Listed
Companies” and
Reasons
Yes No Summary
(c) Does the Company adopt measures
to protect whistleblowers from
reprisals for having filed the
complaint report?
other appropriate supervisors. In case of
violations of provisions related to ethical
corporate management, the Company shall
carry out punishment based on the seriousness
of the violation in accordance with the
disciplinary measures. The Company will keep
the whistleblower's identity and complaint
confidential,
and
promise
to
protect
whistle-blowers from inappropriate disciplinary
actions due to their whistle-blowing.
No material
difference
(4). Improvements in Information
Disclosure
Does the Company disclose the
principle and the practice of business
conduct related information on the
corporate website and M.O.P.S.
website operated by the Taiwan
Stock Exchange?
To implement the "Code of Ethics", the "Best
Practice
Principles
of
Ethical
Corporate
Management", and the "Whistleblower and
Disciplinary Measures Against Violations of
Ethical
Conduct
and
Ethical
Corporate
Management", these rules and regulations are
disclosed on MOPS and the Company's website
(http://www.feds.com.tw) for every personnel
at FEDS to comply with.
No material
difference
(5).If the Company has established its own guidelines for the “Code of Business Conduct” according to Ethical Corporate
Management Best Practice Principles for TWSE/GTSM-Listed Companies, please state the discrepancies (if any) between
actual operation and policy: None
(6)Other important information revealing the Company’s ethical operations (e.g. review and revision of the Company’s code
of business conduct):
The Company complies with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, public
listing-related rules and regulations, and other business conduct practices. Besides, the Company inspects our internal
regulations at all times to ensure the implementation of ethical corporate management.

4.7 If the Company has established the Corporate Governance Principles and the related regulations, it shall disclose the inquiry method:

  • 4.7.1 The Company Website http://www.feds.com.tw

  • 4.7.2 Market Observation Post System http://mops.twse.com.tw

4.8 Other information relating to corporate governance:

  • 4.8.1 To manage the "Procedures for Handling Material Inside Information" formulated by the Company, all the directors, managers and employees have been notified of the procedures, which have also been published on the Company's website (http://www.feds.com.tw) for all coworkers to comply with, so as to prevent insider trading or violations of related matters.

  • 4.8.2 Newly appointed directors and managers at the Company are given the latest edition of the "Regulations and Directions Governing Insiders' Equity at TWSE Listed Companies" formulated by TWSE for insiders to comply with.

  • 4.8.3 The Company educates insiders about information regarding insider trading published on the website of TWSE

  • 4.8.4 . Intellectual Property Management Plan and its Execution: The Company expects to establish a trademark management system for registered trademarks in Taiwan by the end of 2020 and report the management policies, targets and systems to the Board. The Company has planned and implemented a continuous improvement mechanism starting from 2021 to ensure the operating and performance of the trademark management system are in line with the Company's expectation.

57

4.9 Implementation of Internal Control System

4.9.1. The declaration of internal control system

Far Eastern Department Stores Co., Ltd. The Declaration of Internal Control System

Date: 27 March 2020

  1. Based on the self-examination results of the internal control system for the year of 2019, Far Eastern New Century Corporation (the Company) therefore declares the following:

  2. Board of Directors and the management of the Company understand that it is their responsibility to establi sh, implement, and maintain an internal control system, and such a system has been established. The purpose to establish the aforesaid system is to reasonably assure (1) the operating results and operating efficiencies (including profit, performance, and the safeguard of assets); (2) the reliability, instantaneity and transparency of the financial reports, and (3) the compliance of the relevant laws and regulations.

  3. An internal control system, regardless how perfectly the system is being designed, can have its defects. A system that can reasonably assure the achievements of the three purposes mentioned in the preceding paragraph is considered as effective and useful. In addition, changes in the business environment and situation may, as a result, hinder the effectiveness of an adequate system. However, the internal control system of the Company has included a self-examination mechanism; the Company will make immediate corrections considering the materiality when material errors are detected.

  4. The evaluation of effectiveness of the internal control system design and implementation is made in accordance with “Guidelines for the Establishment of Internal Control Systems by Public Companies” (the Guidelines). The Guidelines are made to exam the following five items during the internal control process: (1) Control Environment, (2) Risk Evaluation and Management, (3) Control Activities, (4) Information and Communication, and (5) Monitoring processes. Details of each area being examined can be found in the Guidelines

  5. Based on the items mentioned in the preceding paragraph, the Company has evaluated the design of the internal control system and the effectiveness of the implementation of the aforesaid system.

  6. The Company management declares that the internal control system (including Subsidiary Governance) as of 31 Dec. 2019 has effectively assured that the following objectives have been reasonably achieved during the assessment period:

  7. (1) The effectiveness and efficiency of business operations; (2) The reliability, timeliness, transparency, and regulatory compliance of the financial reports; (3) The compliance of the relevant laws/regulations.

  8. This Declaration is a significant content in the annual report and prospectus of the Company, and it is available to the general public. If it contains false information or conceals any material contents, the Company is in violation of Article 20, Article 32, Article 171 and Article 174 set forth in the ROC Securities and Exchange Act

  9. The Board of Directors has approved the Declaration of Internal Control System in the boa rd meeting held on 27 March 2020. All of 8 Directors present consented to the Declaration, and no dissenting opinion was expressed.

Far Eastern Department Stores Ltd

Chairman: Douglas Tong Hsu

President: Nancy Hsu

  • 4.9.2. The special audit of the Company’s internal control systems conducted by CPA retained by the company: None.

58

4.10 If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the prospectus publication date, where the result of such penalty could have a material effect on shareholder equity or securities prices, the prospectus shall disclose the penalty, the main shortcomings, and the condition of improvement : None.

4.11 From last year up to the Annual Report being published, major resolution and execution status of Shareholder's Meetings and Board Meetings

4.11.1 Resolutions in the Annual Shareholders’ Meeting

Date : June 25, 2019

Location: Taipei Hero House, No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.)

Location:Taipei Hero House, No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Location:Taipei Hero House, No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.)
Resolutions of Shareholders' Meeting
Matters Reported 1. 2018 business operation report
2. 2018 financial statement
3. The Audit Committee’s review report of 2018 business operations and financial statements
4. 2018 employees’ compensation and Directors’ remuneration
Matters Approved 1. 2018 business report and financial statements of the company
Resolution: The number of approval weights has exceeded the statutory amount.
The resolution was approved.
2. The proposal for distribution of 2018 profits of the company
Resolution: The number of approval weights has exceeded the statutory amount.
The resolution was approved.
Execution: 21 July 2019 was settled as the ex-dividend date, and cash dividend was NT$0.85
per share and distributed on 9 August 2019
Discussions 1. The amendment to “Procedure for Acquisition and Disposal of Assets” of the company
Resolution: The number of approval weights has exceeded the statutory amount.
The resolution was approved.
Execution: It was execute according to the resolution of the shareholders' meeting
andpublished on the company's website.
2. The amendment to “Procedures For Endorsements and Guarantees” of the Company.
Resolution: The number of approval weights has exceeded the statutory amount. The
resolution was approved.
Execution: It was execute according to the resolution of the shareholders' meeting
andpublished on the company's website accordingto the revisedprocedures.
3. The amendment to “Procedures for Lending of Capital to Others” of the Company
Resolution:The number of approval weights has exceeded the statutory amount.
The resolution was approved.
Execution: It was execute according to the resolution of the shareholders' meeting
andpublished on the company's website accordingto the revisedprocedures.

59

4.11.2 Major Resolutions of Board Meetings until the annual report being published

Term Date Important Resolutions
4th Board
Meeting of the
18 th term
2019/03/20 1. Approved 2018 employees’ compensation and Directors’ remuneration.
2. Approved the change of auditing CPA from Deloitte & Touche since 2018 Q4.
3. Approved 2018 financial statements (including consolidated &
standalone).
4. Approved the proposal for distribution of 2018 profits.
5. Approved the proposal for 2019 operating budget.
6. Approved amending the Company article of “Procedures for Acquisition
and Disposition of Assets”
7. Approved the declaration of internal control system of the Company.
8. Approved the date and proposal of convening 2019 Annual General
Shareholders’ Meeting.
5th Board
Meeting of the
18 th term
2019/05/03 1. Reported 2019 Q1 financial statements.
2. Approved 2018 business operations.
3. Approved to amend the certain provisions of Corporate Governance
PrinciplesMeeting Rules of Board of DirectorsAudit Committee
CharterRemuneration Committee charter.
4. Approved the appointment of the company's corporate governance
executive.
5. Approved the appointment of the members to the company's salary and
remuneration committee.
6. Approved to amend the certain provisions of the Company’s “Procedures
For Endorsements and Guarantees”.
7. Approved to amend the certain provisions of the Company’s “Procedures
for Lending of Capital to Others”.
8. Approved the company's registration of Xinyi branch case.
6th Board
Meeting of the
18 th term
2019/08/12 1. Reported 2019 Q2 financial statements.
7th Board
Meeting of the
18 th term
2019/11/07 1. Reported 2019 Q3 financial statements.
2. Approval of the 2020 Audit Plan.
3. Approved the acquisition of new common shares of the Company’s
subsidiary - Ya Tung Department Stores, Ltd.
4. Approved to amend the certain provisions of the Company’s “Board
Performance Evaluation Rule”.
8th Board
Meeting of the
18 th term
2020/03/27 1. Approved 2019 employees’ compensation and Directors’ remuneration.
2. Approval of the release of competition restriction on accounting officer of
the Company.
3. Approved to amend the certain provisions of the Company’s “Best Practice
Principles Of Ethical Corporate Management”
4. Approved to amend the certain provisions of the Company’s “Articles of
Incorporation”
5. Approved 2019 financial statements (including consolidated &
standalone).
6. Approved the proposal for distribution of 2019 profits.
7. Approved the proposal for 2020 operating budget.
8. Approval of reiteratingto complete thepreparingof financial report,and

60

in accordance with amending “Rules Of The Procedures For Preparation Of
Financial Statements”, and “Rules For The Management Of Application Of
The International Financial Reporting Standards”.
9. Approved to amend the certain provisions of the Company’s “Rules
Governing The Internal Audit”.
10. Approved the declaration of internal control system of the Company.
11. Approved to amend the certain provisions of the Company’s “Rules Of
Procedure Of Stockholders Meeting”.
12. Approved to hold a by-election to fill the vacancy of one independent
director.
13. Approved the date and proposal of convening 2020 Annual General
Shareholders’ Meeting.
9th Board
Meeting of the
18 th term
2020/05/05 1. Reported 2020 Q1 financial statements
2. Approved 2019 business operations.
3. Approved the viewed list of candidate of independent director.
4. Approved to amend the certain provisions of the Company’s “Articles of
Incorporation”

4.12 In recent years until the annual report being published, Dissenting Comments On Major Board of Director Resolutions from Directors and Supervisors: None

  • 4.13 From last year up to the Annual Report being published, the resignation/dismissal situation of the Officers ( Including Chairman, President, Accounting Manager, Financial Manager, Internal Auditor Manager, Chief Corporate Governance Officer, and R&D Manager ): None

61

5. Audit Fees

5.1 Professional Fees of CPA in Recent Year

Accounting Firm Accounting Firm Name of CPA Name of CPA Audit Period Audit Period Remark
Deloitte &
Touche
Vivian Ye Gary Cho 2019/01/01-2019/12/31
Unit: NT$thousands

Amount (NTD)
Item Audit Fees Non-audit
Fees
Total
1 Less than 2,000
2 2,000 ~ 4,000 (inclusive of 2,000)
3 4,000 ~ 6,000 (inclusive of 4,000)
4 6,000~ 8,000 (inclusive of 6,000)
5 8,000 ~ 10,000 (inclusive of 8,000)
6 More than 10,000 (inclusive of 10,000)

Unit: NT$ thousands

Unit: NT$ thousands
Accounting
Firm
Name of CPA Audit
Fees
Non-audit Fees Audit Period
System
**Design **

Registration
Human
Resources
Other Total
Deloitte &
Touche
Vivian Ye Gary Cho 6,800 0 0 0 2,308 2,308 2019/01/01 -2019/12/31
Note Non-audit Fees are mainly for introducing system platform.

5.2 If the audit fees of the year in which the company changes CPA firm is lower than that of the prior year, specify the amount of audit fee before and after, and the reason: None.

5.3 If the audit fee dropped year on year by more than 10%, specify the amount, percentage, and reason for the reduction: None.

62

6. Information For Change Of CPA:

6.1 Regarding the former CPA

Replacement Date October, 2018 October, 2018 October, 2018 October, 2018 October, 2018
Replacement reasons and
explanations
The original CPA Yeh, Shu-Jyuan and Hong, Guo-Tian were replaced by Yeh, Shu-Jyuan and
Jhuo, Ming-Sin accountant for the internal organization adjustment of Deloitte & Touche.
Describe
whether
the
Company terminated or the
CPA did not accept the
appointment

Parties
Status
CPA The Company
Termination of appointment
Not Applicable
Not Applicable
No longer accepted
(continued)appointment
Not Applicable Not Applicable
Other issues (except for
unqualified issues) in the
audit reports within the last
twoyears


None
Differences with the
company
Yes Accounting principles or practices
Disclosure of Financial Statements
Audit scope or steps
Others
None
Other information to be
disclosed (to be disclosed
according to Article 10.6.1.4
to 10.6.1.7 of the
Principles)

None

6.2 Regarding the successor CPA

6.2 Regarding the successor CPA
Name of accounting firm Deloitte & Touche
Name of CPA Yeh,Shu-Jyuan and Jhuo,Ming-Sin
Date of appointment October, 2018
Consultation results and opinions on
accounting treatments or principles with
respect to specified transactions and the
company's financial reports that the CPA
might issue prior to the engagement.
Not Applicable
Succeeding CPA’s written opinion of
disagreement toward the former CPA
Not Applicable

6.3 Reply of the former accountant to the provisions of Article 10, paragraph 6, Item 1 and Item 2 of the Guidelines: Not applicable

7. The Company's Chairman, President and Managers Responsible for Finance or Accounting Who Have Held a Position in Company’s Audit Firm or its Affiliations in the Last Year: None

63

8. Shareholding Transferred or Pledged by Directors, Management, and Major Shareholders Who Holds 10% of the Company Shares or More: 8.1 Shareholding Variation

Unit: share

Unit: share Unit: share
Title Name 2019 From Jan 1, 2019 to Apr 26, 2020
Shares Increased
(Decreased)
Pledged Shares
Increased
(Decreased)
Shares Increased
(Decreased)
Pledged Shares Increased
(Decreased)
Chairman Douglas Tong Hsu 0 0 0 0
Director Representative of Ding & Ding
Management Consultants Co.
Nancy Hsu
0
0
0
0
0
0
0
0
Representative of Far Eastern New Century
Corporation
Nicole Hsu &
Chee Ching

0
0
0
0
0
0
0
0
0
0
0
0
Representative of Asia Cement
Corporation
Jin Lin Liang
0
0
0
0
0
0
0
0
Representative of Yue Li Investment
Corporation
Philby Lee
0
0
0
0
0
0
0
0
Independent Director Edward Way 0 0 0 0
Eugene You-Hsin Chien 0 0 0 0
Manager Nancy Hsu 0 0 0 0
Chang-Li Lin 0 0 0 0
Chris Liu 0 0 0 0
James Tang 0 0 0 0
Chin-Shih Liao 0 0 0 0
Lily Y. T. Liu 0 0 0 0
Cho-Cheng Lan 0 0 0 0
Chih-Yao Shih 0 0 0 0
Peter Chen 0 0 0 0
Hwa-Ling Hsu 0 0 0 0
Greg Tseng 0 0 0 0
Tian-Zuo Jiang 0 0 0 0
Rebecca Chan 0 0 0 0
Jason Wang 0 0 0 0
Wei- Hsing Hsu 0 0 0 0
Chih-Kuo Mao 0 0 0 0
Shawn Cheng 0 0 0 0
Sophia Yu 0 0 0 0
Major shareholder with more
than 10% shareholding
Far Eastern New Century Corporation 0 0 0 0

8.2 Shareholding Transferred: None

8.3 Shareholding Pledged: None

64

9. TOP TEN SHAREHOLDERS BEING THE RELATED PARTY AS DEFINED IN STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS
April.26, 2020
Note N/A N/A N/A N/A N/A
Name, relationship of top ten shareholders are Spouses of within 2 degrees of consanguinity to each
other
Relationship The same Chairman
The same Chairman
The same Chairman
Invested by evaluated by Far Eastern New Century
Corporation and evaluated by equity method
N/A The same Chairman
The same Chairman
The same Chairman
Invested by evaluated by Asia Cement Corporation
and evaluated by equity method
The same Chairman
The same Chairman
The same Chairman
Invested by evaluated by Far Eastern New Century
Corporation and evaluated by equity method
N/A
Name Asia Cement Corporation,
Yuan Ze University,
Yuan Ding Investment Co., Ltd
Yuan Tong Investment Co., Ltd
N/A Far Eastern New Century Corporation
Yuan Ze University
Yuan Ding Investment Co., Ltd.
Yu Yuan Investment Co., Ltd.
Far Eastern New Century Corporation
Asia Cement Corporation
Yuan Ze University
Yuan Tong Investment Co., Ltd.
N/A
Shareholding
in Name of
Others
% 0 0 0 0 0
Share 0 0 0 0 0
Spouse &
Minor
Children's
Shareholding
% 0 0 0 0 0
Shares 0 0 0 0 0
Current Shareholding % 17.06 7.75
5.65

5.33
5.05
Shares 241,769,702 109,798,000
80,052,950
75,472,985
71,520,000
Name Far Eastern New Century
Corporation
Representative:
Douglas Tong Hsu
PJ Asset management
Co., Ltd.
Representative
Chen Hai Lin
Asia Cement Corporation
Representative:
Douglas Tong Hsu
Yuan Ding Investment
Co., Ltd.
Representative:
Douglas Tong Hsu
Chia Yuan Investment
Company
Representative
Chu Lie Tang

65

N/A N/A N/A N/A N/A
The same Chairman
The same Chairman
The same Chairman
Invested by evaluated by Far Eastern New Century
Corporation and evaluated by equity method
N/A N/A Invested by evaluated by Asia Cement Corporation and
evaluated by equity method
Far Eastern New Century Corporation
Asia Cement Corporation
Yuan Ding Investment Co., Ltd.
Far Eastern New Century Corporation
Yuan Ding Investment Co., Ltd
N/A N/A Asia Cement Corporation
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0

4.75
3.61
2.26

2.11

2.06
67,373,794 51,138,530 31,964,657 29,926,799 29,130,476
Yuan Ze University
Representative: Douglas
Tong Hsu
Yuan Tong Investment
Co., Ltd
Representative:
Jian Cheng Wang
The Norwegian Central
Bank Investment
Dedicated Account,
under custody of CITI
Bank
Labor Pension Fund of
Far Eastern Department
Stores Co., Ltd.
Yu Yuan Investment Co.,
Ltd.
Representative:
Chun Ming Chen

66

10.The Shareholding Of The Company, Director, Supervisor, Management And The Business That Is Controlled By The Company Directly Or Indirectly On The Invested Company:

12/31/2019 Unit: ’000 share; % 12/31/2019 Unit: ’000 share; % 12/31/2019 Unit: ’000 share; % 12/31/2019 Unit: ’000 share; % 12/31/2019 Unit: ’000 share; % 12/31/2019 Unit: ’000 share; %
Affiliated Company (Note 1) Investment of the
Company
Directors, Supervisors,
Managements and Direct
or Indirect Investment of
the Affiliated company

Consolidated Investment
Shares % Shares % Shares %
Far Eastern Ai Mai Co., Ltd. 87,744 100 0 0 87,744 100
Bai Ding Investment Co., Ltd. 119,981 67 60,019 33 180,000 100
Bai Yang Investment Co. 924,991 100 0 0 924,991 100
Yu Ming Advent sing agency Co., Ltd 3,500 100 0 0 3,500 100
Ya Tung Department Store Ltd. 41,000 100 0 0 41,000 100
Far Eastern Hon Li Do CO., Ltd. 1,571 56 1,259 44 2,830 100
Asians Merchandise Company 950 100 0 0 950 100
FEDS Development Ltd. 218 54 185 46 403 100
Pacific Liu Tong Investment Co.,Ltd 281,734 35 308,050 38 589,784 73
Far Eastern City Super Ltd. 47,827 96 2 0 47,829 96
Oriental Securities Corporation 140,297 20 373,137 52 513,434 72
Ding Ding Integrated Marketing
Services. Ltd.
3,631 10 3,631 10 7,262 20
Yuan Hsin Digital Payment Co., Ltd. 11,651 15 11,651 15 23,302 30

Note 1: Investment accounted for using equity-method.

67

Remark Other None Note : 2015.12.3 MOEA Ruling Reno. 10401255720 Remarks None 1.2 Composition of Shareholders
Book closure date: April 26, 2020
Total 64,311 1,416,940,589 100
Capital Increased by
Assets Other than Cash
None
Foreign Institutions and Individual
Shareholders
204 199,966,995 14.11
Authorized Capital Total Shares 1,750,000,000
Sources of Capital Capital reduction by treasury
shares
Individual Shareholders 63,926 232,662,016 16.42
Paid-in Capital Amount 14,169,405,890 Un-issued Shares 333,059,411
Shares 1,416,940,589
Other Institutional
Shareholders
150 945,623,447 66.74
Outstanding issued shares 1,416,940,589
Authorized Capital Amount 17,500,000,000
Financial
Institutions
18 34,378,141 2.43
Shares 1,750,000,000
Government
Institutions
13 4,309,990 0.30
Type of Stock Common Shares
Par Value
(NT$/share)
10 Shareholder
Structure
Amount
Number Number of shares owned % holdings
Month/Year December,
2015

68

1.3 Distribution Profile of Share Ownership

Book closure date: 26 April 2020

Shareholder Ownership Number of
Shareholders
Number of shares owned %
1 - 999 33,811 7,526,298 0.53
1,000 - 5,000 21,702 46,302,642 3.26
5,001 - 10,000 4,415 30,529,490 2.15
10,001 - 15,000 1,684 19,973,647 1.41
15,001 - 20,000 737 12,853,107 0.91
20,001 - 30,000 763 18,321,148 1.29
30,001 - 40,000 316 10,878,209 0.77
40,001 - 50,000 148 6,630,405 0.47
50,001 - 100,000 339 22,949,107 1.62
100,001 - 200,000 181 24,632,200 1.74
200,001 - 400,000 83 22,181,625 1.57
400,001 - 600,000 34 16,452,241 1.16
600,001 - 800,000 12 8,289,541 0.59
800,001 - 1,000,000 14 12,760,534 0.90
1,000,001 - 999,999,999 72 1,156,660,395 81.63
Total 64,311 1,416,940,589 100

1.4 Major Shareholders

Major Shareholders
Book closure date: April 26,2020
Shares
%
241,769,702
17.06
109,798,000
7.75
80,052,950
5.65
75,472,985
5.33
71,520,000
5.05
67,373,794
4.75
51,138,530
3.61
31,964,657
2.26
29,926,799
2.11
29,130,476
2.06
Shares
Major Shareholders
Shares %
Far Eastern New Century Corporation 241,769,702 17.06
PJ Asset management Co., Ltd. 109,798,000 7.75
Asia Cement Corporation 80,052,950 5.65
Yuan Ding Investment Co., Ltd. 75,472,985 5.33
Chia Yuan Investment Company 71,520,000 5.05
Yuan-Ze University 67,373,794 4.75
Yuan Tong Investment Co., Ltd 51,138,530 3.61
The Norwegian Central Bank Investment Dedicated Account,
under custody of CITI Bank
31,964,657 2.26
Labor Pension Fund of Far Eastern Department Stores Ltd. 29,926,799 2.11
Yu Yuan Investment Co., Ltd. 29,130,476 2.06

69

1.5 Net Worth, Earnings, Dividends, and Market Price Per Common Share

Item Year Year Year
2018
2019 From Jan 1 2020 to
Mar 31 2020
Market Price
per Share
High 20.10 27.10 26.15
Low 14.85 15.40 20.20
Average 17.03 20.80 23.67
Net Value per
Share
Before distribution 20.96 21.85 21.27(Note1)
After distribution 20.10 (Note2) (Note2)
Earnings per
Share
Weighted Average Shares (thousand
shares)
1,408,734 1,408,734 1,408,734
Earnings per
share
Before adjustment 0.94 1.26 0.06(Note1)
After adjustment 0.94 (Note2) -
Dividends per
Share (Note 3)
Cash dividend 0.85 0.80 -
Stock dividend Distribution of surplus - - -
Additional Paid-In Capital - - -
Accumulated un-distributed dividend
NT$’000
31,379 33,017 35,572
Return on
Investment
Analysis
Price/Earnings Ratio(Note 4) 18.12 16.51 394.5
Price/Dividend Ratio(Note 5) 20.04 26.00 -
Cash dividend yield (Note 6) 4.99 3.85 -

Note 1 The numbers is calculated based on 2020Q1 financial report reviewed by CPA.

Note 2 Earnings distribution shall be resolved by Shareholders’ Meeting in the subsequent year. Note 3 Distribution of profit generated from the preceding year.

Note 4 Price/Earnings Ratio = Average closing share price of the period/Earnings per share.

Note 5 Price/Dividend Ratio = Average closing share price of the period/Cash dividend per share.

Note 6 Cash dividend yield = Cash dividend per share/average closing share price of the year.

1.6 Dividend Policy and Implementation Status

1.6.1. Dividend Policies under the Articles of Incorporation

If the company's annual final accounts have a surplus, after paying the income tax on profit-making business, it should first make up for the losses in previous years. If there is still a surplus, after denouncing the statutory surplus reserve of 10%, and submitting the special surplus reserve according to the law. , together with the accumulated undistributed surplus of the previous year, as a surplus available for distribution. However, depending on the business situation, it is possible to decide whether to retain a portion of the shares, and distribute the shareholder dividends on the basis of all the shares. However, when the capital is increased, the dividends to be distributed for the new shares in the current year shall be handled in accordance with the resolution of the shareholders' meeting.

The distribution of shareholders’ dividend shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Shareholders’ dividend shall be distributed aimed at maintaining the stability of shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, which is not less than 50% of the final surplus of after-tax profit in same year to withhold accumulated losses, legal reserve and special reserve, and the cash dividend is not less than 10% of the shareholders’ dividend distributed in the same year.

Taking the Company’s pay-out dividends over past three years as example, the dividend payout ratios from 2017 to 2019 were 91%, 90% and 63% respectively. All dividend payout ratios are all in accordance with the Articles of Incorporation of FEDS that outline that the cash dividend declared by

70

the Company shall be no less than 10% of the total dividends distributed that year. Please see the below table for details:

Year EPS (A) Cash
Dividend
(B)
Stock
Dividend
(C)
Dividend
Per Share
(D=B+C)
Payout
Ratio
(D/A)
Cash Payout
Ratio (B/D)
2017 1.09 1.00 0.00 1.00 91% 100%
2018 0.94 0.85 0.00 0.85 90% 100%
2019 1.26 0.80 0.00 0.80 63% 100%

1.6.2. Dividend Allocation proposed to be approved at the Annual Shareholders’ meeting:

Cash dividend of NT$ 0.8 per share is proposed to be distributed.

1.7 Effects on Business Performance and EPS Resulting from Stock Dividend Distribution Proposed by 2020 Annual General Shareholders’ Meeting:

Unit: NT$

Unit: NT$
Item
Year
2020
(Estimate)
Paid-in Capital(beginningof theyear) 14,169,405,890
Stock & Cash
Dividend
Distribution
Cash Dividend(NT$/per share) 0.80
Stock Dividend from Retained Earnings 0.00
Stock Dividend from Capital Surplus 0.00
Variance in Business
Performance
OperatingIncome not applicable
(note)
% Change in OperatingIncome
Net Income
% Change in Net Income
Earnings Per Share
% Change in EPS
Average Return on Investment (%)(Reciprocal of Average P/E Ratio)
Pro Forma EPS &
P/E Ratio
If Retained Earnings Pro
Forma Earnings Per Share
Distributed in Cash Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly Return on
Investment
If Capital Surplus not
Distributed in Stock
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly Return on
Investment
If Retained Earnings &
Capital Surplus Distributed
in Cash Dividend rather than
Stock Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly Return on
Investment

Note: * As we do not disclose our financial forecast information of 2020, in compliance with relevant Government regulations, there is no need to provide this information.

71

1.8 Remuneration to Employees and Directors

1.8.1. Description regarding compensation for employees and Directors in the Articles of Incorporation:

The standard is set according to Articles of Incorporation of the Company: “If there is profit for the current year, the Company shall set aside 2%~3.5% of it as compensation for employees and, shall set aside not more than 2.5% of it as compensation for Directors. If there is accumulated loss on the books of the Company, portion of the profit equaling the loss shall first be set aside to cover the latter.

The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-third of the total number of Directors, determine the actual ratio, amount, form (in the form of shares or in cash) and the number of shares of the profit distributable as employees’ compensation, and, in addition, thereto report of such distribution shall be submitted to the shareholders' meeting. The actual ratio and amount of the profit distributable as Directors’ remuneration shall also be determined by Board of Directors, and a report of such distribution shall be submitted to the shareholders' meeting.

1.8.2. The accounting treatment for the differences between actual and accrued amount of compensation for employees and Directors:

The estimated amount of compensation for employees and directors is based on the employee's remuneration and director's remuneration from 2% to 3.5% and not more than 2.5%, respectively, prior to the pre-tax benefit of the deduction of staff and directors' compensation. The 2019 annual estimates are based on 3.2% and 2.4% of the pre-tax benefits mentioned above. These amounts were allotted in cash on March 27, 2020. If the amount of the annual financial report is significantly changed by the resolution of the Board of Directors before the date of issuance, the change will be adjusted to the original annual cost. If the amount of the annual financial report still changes after the date of publication, it will be adjusted according to the accounting estimate and adjusted in the next year.

1.8.3. Proposed employees’ compensation and Directors’ remuneration:

The 2019 employees’ compensation and Directors’ remuneration was resolved on 27 March 2020 by 8[th] Board Meeting of the 18[th] term. The amounts and forms are listed below:

(1) the amount of employees’ compensation and Directors’ remuneration in cash or in shares:

The Board of Directors of the Company resolved to distribute employees' compensation of NT$74.392 million in 2019 and directors' compensation is NT$55.794 million. These amounts are not different from the amount recognized in the 2019 accounts.

(2) Proposed employee compensation by shares as percentages of net income and total employee compensation: None

1.8.4. Remuneration to employees and Directors of Year 2018. The discrepancy, if there is any, between the total amount being actually paid as employees’ compensation, remuneration for Directors for 2017 (including number of shares, dollar amount, and share price) and the amount of such compensation and remuneration being recognized should be stated, and the reason for such discrepancy:

(1) The Board of Directors resolved to allot 2018 employees for NT$55.384 million and actually issued NT$55.08 million.

  • (2) The Board of Directors resolved to allot 2018 directors' compensation for NT$41.538 million and actually issued NT$45.5 million.

The number of differences will be released in the following years or supplemented with the remaining years of the previous year.

1.9 Shares buyback by the Company: The Company did not buy back share during year 2019 until the annual report being published.

2. Corporate Bonds

(1)Corporate Bond Issued and Outstanding None

  • (2) Convertible Bond None

  • (3) Exchangeable Bond None

  • (4) Shelf Registrations for Issuing Corporate Bonds None

  • (5) Bond with Warrants None

3. Preferred SharesNone

4. Issuance of Overseas Depository ReceiptsNone

5. Employee Stock OptionsNone

6. Employee Restricted Stock OptionsNone

7. Share Issued for Merger or AcquisitionNone

8. Fund Utilization Plans and Status

72

  • 8.1 Plan Uncompleted bond issues, private placement of securities, completed bond issues or private placement of securities in recent 3 years whose return of investment has not emerged: None

8.2 Implementation Status None

73

V. Operational Highlights

1. Business Activities

1.1 Business Scope

1.1.1. Sales Breakdown of Main Business Segments

The company and its subsidiaries are single industries that operate retail department stores and supermarkets.

  • 1.1.2. Current Products and Services Provided by the Company and Subsidiaries Please refer to page 78

Sales Volume and Revenue in Recent Two Years

  • 1.1.3. Products and Services Planned to be Developed and Launched by the Company and Subsidiaries

None

1.2 Business Environment

1.2.1. Current Industry Situation and Prospects

In 2019, the overall sales volume in Taiwan's department store market grew by 4.4%, with its turnover amounting to NT$355.2 billion. This market has been growing for the tenth consecutive year. However, the sales volume in department stores grew at a higher rate than convenience stores (3.1% growth rate), supermarkets (4.6% growth rate), and hypermarkets (5.3% growth rate) due to various factors, including the development of e-commerce, the diversification of retail channels, and changes in consumers' shopping habits.

Department store operations have experienced a slowdown in its revenue growth due to the increasing number of rational consumption, increasing demand for variety, and the fast and convenient online shopping. According to the survey by the Department of Statistics, Ministry of Economic Affairs, the "ever-changing customer demand" takes up the highest percentage of major plights that department stores encounter in recent three years, reaching 72.3% in this year. The second highest is "e-commerce takes up market share", which increased to 51.1% comparing to last year. As a result, in response to the strong competition from e-commerce, department stores have been actively transforming. Apart from the continuous modification and adjustment of counters to introduce popular food and lifestyle products, family parks have also been set up to capture business opportunities in families. All kinds of theme events are held to celebrate holidays and festivals. Hopefully number of visitors and overall revenue growth can be increased through diversification.

In order to provide consumers with a more convenient shopping journey and increase consumer shopping adhesion, all department store brands have introduced multiple payment tools. In addition, the Company has actively upgraded its own app in 2019 to further provide more convenient services and mobile payment. Through its self-owned mobile payment system, customers are encouraged to bind their exclusive membership app for convenient parking, promotional information, and enjoy greater discounts such as e-vouchers and bonus points so as to collect user information, understand consumer preferences, and further analyze consumer groups to achieve precision marketing. Furthermore, the implementation of online shopping system enables consumers to enjoy an online and offline, 24-hour and zero time difference shopping environment through the integration of virtual and physical channels so as to create an all-channel and convenient consumption model.

Digital technology deeply influences the retail business. The traditional retail business model has been challenged, while the relationships among shopping malls, customers and products have also been redefined.

74

Physical department stores have successively moved toward digitization, which reshapes consumption model digitally, thereby establishing a complete, high-quality shopping journey and brand experience. Digitized physical department stores not only have heavily invested in digital technology as their operational infrastructure, but also utilize smart technology, including large numbers of mobile devices, Big Data, Internet of Things (IoT), artificial intelligence (AI), augmented reality (AR) and virtual reality (VR), in order to increase the efficiency of shopping mall operations and service, and enhance customer's shopping convenience and experience, while significantly increasing customer satisfaction and stickiness.

1.2.2 Correlation among the Upstream, Midstream and Downstream Sectors of the Industry

According to the definition of the industry classification, department stores belong to retail sale in non-specialized stores, which refers to the business model of engaging in a wide range of products and retailing by department. Therefore, the upstream, midstream and downstream sectors of the department store industry are correlated mainly in the following manner: The upstream sector consists of product manufacturers (or counters), and the midstream sector is composed of department stores which offer sales locations, while the downstream sector comprises consumers who purchase products. Various factors, including the location of department stores, the characteristics of business district, the consumer crowd, and convenience in public transportation, are closely related to the performance of department stores.

1.2.3 Industry Development Trends and Competition

As a result of the e-commerce boom, the traditional retail business model has been greatly challenged. The relationship among shopping malls, customers and merchandise has been redefined, and department stores have to continuously create unique services and products that are different from e-commerce to attract consumers. In recent years, the frequency of physical channel visits, including department stores, supermarkets, and whole sale stores, etc., has shown a downward trend. According to analysis of "elements that consumers care about physical channels", the top one element is parking convenience. Attractiveness of food and beverages and variety of leisure spaces also ranked in top 5. This reveals that physical channel is no longer a choice for "purchase" purpose to customers. "Entertainability" has rather become an important consideration when customers choose physical channels. Department stores have to meet consumers' needs in experience aside from shopping, whether through events or renovation, so as to leave customer memories apart from shopping so as to increase loyalty.

In 2019, all department stores have actively developed their own online shopping system and promoted a one-stop fast consumption model based on the advantage of product diversity in the department store retail industry with a high level of consumer trust. By using big data to clearly understand the characteristics and needs of consumers, department stores provide convenient new services, market in precision, and in the end generate new revenue.

In 2019, three major department store chains, including FEDS, Far Eastern Sogo, and Shin Kong Mitsukoshi jointly created NT$168.5 billion worth of sales, and occupied a market share of approximately 47%, indicating a relatively obvious trend of the development of large department store operators. As channel is a key factor king, resource-rich chain groups have a major advantage in terms of attracting investments, and operation. The competition situation, in which department stores move toward the large-scale and chain store model, is set to continue for a while, and will not change easily.

1.3 Technology and Research & Development Overview

In response to different professional needs, Far Eastern Department Stores have planned

75

comprehensive courses for its employees to enable employees' continuous growth in professions. In 2019, total number of educational training hours was 15,620 hours, including three major categories in basic staff training, core business training, and development training. Foreign professionals were hired to design corporate English training courses to strengthen employees' English language skills. 64 executives were sent abroad to visit well-known overseas department stores and large shopping malls to understand the local business model and consumption trends in the hope of enhancing managers' management ability and vision. In the future, we will continue to increase the investment in and design of education and training resources to improve the professional knowledge and competitiveness of our employees.

The Company, as a leading company in the domestic department store industry, is the only one representative in Taiwan as a membership of IGDS( International Group of Department Stores), and has joined over 56 department store industry trade associations and other related trade associations and societies, including the Retailers Association of Chinese Taipei, the Taiwan Council of Shopping Centers, the Chinese National Association of Industry and Commerce, and the Center for Corporate Sustainability, in hopes of promoting the vigorous development of the domestic department store retailing industry and enhancing our self-management and business management capabilities, so as to contribute to the prosperity and development of the industry, and to lay a good foundation for becoming a sustainable enterprise.

1.4 Long-term and Short-term Business Development Plans

1.4.1 Short-term:

  • (1) Increasing growth momentum, where each branch continues to adjust brand lineup and business segments in response of market trends and the characteristics of business districts, in order to enhance the product strength and features of shopping malls.

  • (2) Managing social medial platforms, enhancing social marketing, and getting close to customer's consumption needs and preferences by integrating big data analysis, in order to provide more refined and smart personal services.

  • (3) Optimizing APP digital tools, strengthening social marketing, combining data analysis to provide customers with warm service and experiences, and through CRM Big Data, conducting more delicate in-depth segmentation, designing various unique experience activities, and providing more refined and intelligent personal services.

  • (4) Embracing digital technology, developing smart retail, constructing an omni-channel consumption model, and optimizing a smart shopping experience, thereby moving toward innovative and smart retail.

  • (5) Cross-industry integration and joint efforts with industry players to launch a series of merchandise or exhibitions to create topics and increase the mall’s customer retention rate.

  • 1.4.2 Long-term:

  • (1) Building a strong presence domestically, continuing to create new forms of shopping malls, and expanding the scale of operations and growth niches.

  • (2) Expanding market in China, adjusting the business directions of stores in China, and developing new store locations.

  • (3) Establishing technology-based and eco-friendly smart shopping malls, creating trends exclusively for customers, becoming a leading retail brand which incorporates sustainable management, and fulfilling CSR.

2. Market, Production and Sales Overview

2.1 Market Analysis

76

2.1.1 Sales (or provision) locations for the Company's main products (or services):

Taiwan and Mainland China.

2.1.2 Domestic market share (KPI) for main products:

The Company's market share in the Taiwanese market (including Far Eastern Sogo and Ya Tung Department Store) is 25%.

2.1.3 Future market supply and demand conditions and growth:

In the next three years, the department store market continuously welcomes the opening of new shopping malls, which will become the driving force to boost market revenue; however, it is also expected to intensify market competition. According to a report published by NDC, it is estimated that Taiwan's output growth rate in 2019 will not be as good as the previous year due to the weakening of global economic growth momentum, and domestic demand will be the main driving force of economic growth. Meanwhile, the Executive Yuan has also passed the adoption of domestic expansion plan to reduce the burden of the people through the tax system, with a view to increasing disposable income and eventually improving the purchasing power of the people. In addition, Taiwan government implements various incentive measures to increase consumption, such as promoting domestic tourism, organizing large events, and encouraging the purchase of energy-saving and low-carbon products, which is expected to drive the continuous growth of market performance.

2.1.4 Major competitors:

Shin Kong Mitsukoshi Department Store Co., Ltd.

2.1.5 Competitive niches, favorable and unfavorable factors for development prospects, and response

measures:

  • A. Competitive niches

  • (1) Professional industry knowledge and experience accumulated over the past.

  • (2) Decent, pragmatic, forward-looking and innovative business philosophy and strategies.

  • (3) Excellent management team and loyal customer base.

  • (4) Good company reputation, with full support and cooperation from suppliers.

  • B. Favorable factors for development prospects

  • (1) Continuous store expansion in both Taiwan and Mainland China to expand market scale, thereby increasing revenue and profit.

  • (2) Abundant resources at the Group, in combination with the development of smart retail at affiliated companies, to move toward omni-channel operations.

  • C. Unfavorable factors for development prospects

  • (1) Strong growth of E-Commerce and TV shopping.

  • (2) Heavy spending on promotion due to a large number of competitors, thereby significantly increasing operating costs.

  • (3) Continuous opening of large shopping malls and outlet stores, thereby increasing market competition.

  • D. Response measures

  • (1) Adjust product structure, and screen target customer based on the conditions of business district in which each store is located, in order to carry out differentiated marketing.

  • (2) Enhance experiential marketing by creating more interactive and experiential shopping services

77

  • (3) Develop mobile shopping by innovating mobile marketing with the Group, in order to provide a more convenient consumer experience.

  • (4) Expand online-to-offline (O2O) integration, and move toward O2O operations, thereby developing a high-quality O2O model.

  • (5) Create management efficiency, expand income sources and economize on expenditures, as well as reduce costs.

2.2 Main Features and Production Process of Major Products: Not applicable

2.3 Supply of Raw Material: Not applicable

  • 2.4 It is necessary to disclose the name of the customer who has accounted for more than 10% of the total amount of goods sold in the past two years and the amount and proportion of the goods to be sold, and explain the reasons for the increase or decrease. Due to the contractual agreement, the customer name or the transaction object, such as an individual and a non-relevant person, may not be disclosed.

  • 1.Suppliers None

2.Customers None

2.5 Production Volume for the Recent 2 Years: Not applicable.

2.6 Sales Volumes for Recent 2 Years

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2018 2019
Revenue Weighting% Revenue Weighting%
Sales revenue
Commission revenue
Advertising revenue
Rent revenue
Others
23,704,953
12,250,426
890,598
1,584,523
812,051
61
31
2
4
2
22,794,827
11,803,340
803,134
1,656,803
837,958
60
31
2
5
2
Total 39,242,551 100 37,896,062 100

Note: The figures disclosed above are on consolidated basis

3. Employee Information in Recent 2 Years up to the Annual Report being Published

Year Year 2018 2018 2019 2019 2020/03/31 2020/03/31
The
company
Companies in
the
Consolidated
Financial
Report
The
company
Companies in
the
Consolidated
Financial Report

The
company
Companies in
the
Consolidated
Financial
Report
Number of
Employees
Managers 419 1,431 437 1,414 431 1,401
Others 915 4,372 1,002 4,167 983 4,092
Total 1,334 5,803 1,439 5,581 1,414 5,493
Average Age 38.0 38.8 37.4 39.2 37.5 39.4
Average Years of Service
12.3
10.8 11.6 11.1 11.7 11.3
Breakdown
of
Educational
Level (%)
Ph.D. 0 0 0 0 0 0
Master 4.7% 3.0% 5.4% 3.4% 5.4% 3.4%
College 77.3% 66.0% 78.0% 67.0% 77.7% 67.0%

Senior
High
School
17.5% 29.0% 16.1% 27.7% 16.3% 27.7%
Below
High
School
0.5% 2.0% 0.5% 1.9% 0.6% 1.9%

78

4. Environmental Protection Expenditure

Total amount of losses and penalties incurred due to environmental pollution in the most recent fiscal year up to the publication date of this annual report:

None (Merged companies belong to a single industry which engages in the retail business in department stores and supermarkets, and are not manufacturing business units).

5. Employee Relations

5.1 Existing Employee Welfare Measures and System:

5.1.1. Employee Welfare Measures

  • (1) The Company:

  • The Company has established the Employee Welfare Committee, and contributes to the employee welfare fund to implement various employee welfare measures, where employees not only enjoy various types of rewards, including dividends, year-end bonus, and festive bonus, but are also entitled to various welfare measures, including birthday allowance, wedding subsidy, childbirth subsidy, hospitalization subsidy, funeral subsidy, child enrollment allowance, and employee travel subsidy.

  • Employees are entitled to discounts while shopping at the Company and our affiliated companies.

  • The Company purchases group insurance for employees to protect employees' lives and safety.

  • (2) Affiliated companies:

Our affiliated companies have planned various employee welfare measures according to the Group's

spirit of labor-management harmony, in order to provide employees with a safety and secure working environment.

5.1.2 Employee Training:

  • (1) The Company:

  • In order to meet the work requirements of various positions and at all levels, the Company plans internal professional training courses related to operations management, marketing services and product information, in order to satisfy the needs of or coworkers at work. In 2019, a total of 41,125 people attended 56,099 hours of training in these courses.

  • The Company selects and sends suitable coworkers to attend various types of workshops organized by the FEG Human Resources Development Center every year, in line with personal development potential according to coworkers' duties and work requirements. In 2019, a total of 144 people attended 1,029 hours of training in these workshops.

  • To enhance our coworkers' professional competencies, the Company acquires the latest information to increase work efficiency, and sends our coworkers to attend various professional courses organized by professional institutions. In 2019, a total of 199 people attended 1,244 hours of training in these courses.

  • In 2019, each coworker attended 13.9 hours of training on average, with a total of NT$1,248 thousand spent on training.

  • (2) Affiliated companies:

Our affiliated companies plan complete and diversified training courses based on their business management needs, in order to cultivate various professional and career development skills in employees.

5.1.3. Retirement system:

  • (1) The Company:

The Company has formulated the Regulations Governing Employee Retirement, and has set up the Supervisory Committee of Employee Pension Reserve Fund in accordance with the Labor Standards Act. According to the old system, the Company contributes 2% of each employee's monthly salary into the pension reserve fund, and deposits this amount into the employee pension reserve fund account at Bank of Taiwan. After the implementation of the new Labor Pension Act, the Company contributes

79

6% of each employee's monthly salary into the pension reserve fund, and deposits this amount into the Bureau of Labor Insurance account. Every year, the Company appoints a consulting firm to carry out actuarial calculation of retirement pension reserve so as to protect the pension rights of all employees.

  • (2) Affiliated companies:

Our affiliated companies handle matters with respect to contributions to employee pension funds and related payments in accordance with the Labor Standards Act, the Labor Pension Act and local laws and regulations, or any regulation that prevails over the abovementioned regulations.

5.2 The Company's administrative and management measures strive to be fair and reasonable. Should different opinions arise, coworkers can communicate their opinions through various grievance channels, including suggestion mailbox and e-mail. Both the employer and employees can build a virtuous cycle of mutual benefit between both parties based on the principle of harmony and rational communication.

5.3 Losses suffered due to labor disputes in the most recent fiscal year up to the publication date of this annual report:

Company Disposition
dates
Disposition reference
numbers
The articles of
law violated
The substance of the
legal violations
The content of
the dispositions
Far Eastern
Ai Mai Co.,
Ltd.
108.01.18 Fu-She-Lao-No.
1080012718
The Article
24.1 of Labor
Standards Act
Part
time
employees
were required to work
on the rest days, and the
rest day overtime wages
were not reimbursed.
(Improved)
Administrative
fine: NT$20,000
Ya
Tung
Department
Store Ltd.
108.02.25 Taipei-Lao-Dong-No.
10760922141
The Article
24.1 of Labor
Standards Act
Although
employees
have individually agreed
to flexible working hours
in
four
weeks,
a
labor-management
meeting was not held in
advance to complete the
statutory
procedures.
Therefore
employees
who
worked
with
flexible working hours
were
considered
as
working
overtime
without
being
reimbursed
with
overtime wages.
(The labor-management
meeting has been held
to
complete
the
statutory
procedures
and is held regularly
once
every
three
months.)
Administrative
fine: NT$20,000
Pacific
SOGO
Department
Store. Co.,
Ltd.
108.03.12 Taipei-Lao-Dong-No.
10860094441
The Article
24.2 of Labor
Standards Act
Wages for working on
the rest days were not
paid to employees as
required by law.
(The
Company
has
modified the way of duty
arrangement
and
examination,
and
has
paid the rest day wages
accordingly.)
Administrative
fine: NT$20,000
Far Eastern
City
Super
Ltd.
108.11.07 Fu-Lao-Jian-No.
1080281527
The Article
30.6 of Labor
Standards Act
Staff attendance records
in minutes should be
recorded on daily basis.
(Improved)
Administrative
fine: NT$20,000

80

6. Important Contracts And Agreements

Contract Type Counter Party Contract Period Description Restricted
Clauses
Commercial
Real
Estate
Lease
Contract
The Company
and Taoyuan City
Farmers
Association
2018.05~2033.05 To expand our business locations, and increase our
market share, the Company invested in the Taoyuan
County Farmers' Association to construct and operate a
commercial building in front of the Taoyuan County
Farmers' Association Station, where the address of the
exact
construction
location
is
B3-12F,
No.
20,
Zhongzheng Road, Taoyuan City. This commercial
building opened on October 26, 1999.
As the original contract expired in May 2018, the
Company and Taoyuan City Farmers' Association (where
the previous Taoyuan County Farmers' Association was
renamed Taoyuan City Farmers' Association as Taoyuan
County was upgraded to a municipality on December 25,
2014) signed a new lease contract, with a lease period of
15years.
None
The Company
and Far Eastern
Ai Mai Co., Ltd.
2009.10~2029.10 The Company rented the storage areas on the first floor
underground and third floor of the building located at
No 581, Heping Road, Guofeng Village, Hualien City, to
Far Eastern Ai Mai Co., Ltd. for the purpose of running a
hypermarket and retail business. The building was
officially opened on October 28, 2009.
None

The Company
and FEDS Asia
Pacific
Development
Co., Ltd.
2016.10~2036.10 The 5thfloor underground to the 18thfloor of the
building located at No. 21, Sanduo 4thRoad, Kaohsiung
City, was leased to run a department store, a
supermarket and other businesses.
None
The Company
and Ministry of
Education
2006.04~2027.4 To expand our business locations, and increase our
market share, the Company successfully obtained the
right to lease pieces of state-owned school land located
in Parcel No. 89 and 91, Huiguo Section, Xitun District,
Taichung City from the Ministry of Education via tender
on November 28, 2005. In the second quarter of 2006,
the Company signed an official lease contract with the
Ministry of Education. According to the contract, the
lease period was 20 years. However, the Company was
given a one-year rent-free planning period; thus, the
rent was calculated beginning April 6, 2007. After the
expiration of the lease period, the Company may apply
for contract renewal once for a lease period of 20 years.
The rent for the first year was NT$140,288 thousand,
and the rent shall be adjusted once every three years
from the start of the lease contract. The Company has
completed the construction of the building and officially
put the building into operation at the end of 2011.
Besides, the Company entrusted the building on the
ground to Land Bank of Taiwan.
None

81

Contract Type Counter Party Contract Period Description Restricted
Clauses
Commercial
Real
Estate
Lease
Contract

Pacific SOGO
Department
Store. Co., Ltd.
and Department
of Rapid Transit
Systems Taipei
City
Government,
Taipei City
Department of
Finance, and
Hung Ton
Development
Corporation
2007.01 Signed Pacific Sogo Department Stores Co., Ltd. signed a public
real property lease contract with the Department of
Rapid Transit Systems of Taipei City Government, the
Department of Finance of Taipei City Government, and
Hung Ton Development Corporation for the joint
development building at Zhongxiao Fuxing Station (BR4)
along the Taipei Metro Muzha Line. According to the
contract, Pacific Sogo shall pay a fixed monthly rent of
NT$12,701 thousand to the Department of Rapid Transit
Systems of Taipei City Government and the Department
of Finance of Taipei City Government for a period of 9
years and 6 months from the official opening of Fuxing
Store. Beginning 2014, the fixed monthly shall be
increased to NT$13,125 thousand. On the other hand,
the rent shall be calculated based on the annual
turnover of Fuxing Store (BR4).
Before the expiration of the lease period, Pacific Sogo
renewed the lease contract in June 2016, with a lease
period of 9 years and 6 months, in which the monthly
rent in the first year is NT$20,263 thousand, and shall be
adjusted beginning the second year in accordance with
the lease contract.
To obtain the right to lease the joint development
building at Fuxing Store (BR4), Pacific Sogo made an
advance payment to the holder of the development
rights for Fuxing Store (BR4) - Hung Ton Development
Corporation, and signed a lease contract with Hung Ton
Development Corporation in December 2006 to lease
the land and the building for Fuxing Store (BR4) owned
by Hung Ton Development Corporation. This contract
stipulated that when Pacific Sogo has paid an amount
exceeding the rent payable, the overpaid amount shall
be regarded as prepaid rent paid by Pacific Sogo
Department Stores Co., Ltd., which shall be deducted
from future monthlyrentpayable.
None
Far Eastern Ai
Mai Co., Ltd. and
Far Eastern
Construction Co.
Ltd.
109.03 Signed Far Eastern Ai Mai Co., Ltd. signed a real property lease
contract with Far Eastern Construction Co. Ltd. According
to the contract, Far Eastern Construction Co. Ltd. shall
provide the land for construction, whereas Far Eastern Ai
Mai Co., Ltd. shall construct the hyper store. The annual
rent shall be calculated based on sum of fixed rent and
the annual turnover of hyper store. The lease period is
20 years beginning on the date the building receives
usage license and is delivered to lessee.
None
Far Eastern Ai
Mai Co., Ltd. and
Hsin Chu
Chemical
Industrial Co.,Ltd.
2001.11 Signed In November 2001, Far Eastern Ai Mai Co., Ltd. signed a
real property lease contract with Hsinchu Chemical Co.,
Ltd. According to the contract, Hsinchu Chemical Co.,
Ltd. shall provide the land for the construction of a
hypermarket. Funds for the construction of the building
None

82

Contract Type Counter Party Contract Period Description Restricted
Clauses
was contributed by Hsinchu Chemical Co., Ltd. and FEDS
in the ratio of 1 to 2, where the contribution made by
Far Eastern Ai Mai Co., Ltd. (including pre-development
expenses) shall be regarded as prepaid lease payment,
which is amortized on average based on the remaining
contractual years (19 years and 3 months) from the
openingof the hypermarket.
Establishment
of Superficies
for Land
FEDS Asia Pacific
Development Ltd.
and Asia Cement
Corporation

1998.01 Signed
FEDS Asia Pacific Development Co., Ltd. signed a contract
with Asia Cement Corporation to invest in the
construction and operation of the Asia Plaza Tri-Tower
Complex in Kaohsiung (Far Eastern Asia Pacific Shopping
Mall). According to the contract, Asia Cement
Corporation shall provide the land for construction,
whereas FEDS Asia Pacific Development Ltd. shall
construct the commercial building. FEDS Asia Pacific
Development Ltd. may use the land for 50 years from the
date of signing the contract, and shall pay NT$1,073,000
thousand as surface rights fee, which shall be amortized
on average according to the period of use. In addition,
the company shall pay 5% of the announced land value
as land rent every November from the date of signing
the contract. This building was completed in October
2001. The cost of investing in the construction of the
commercial building shall be calculated based on the
total contract price of the construction project, and shall
be amortized on average during the period of use (From
October 2001 to December 2047).
None
The Company
and Taipei City
Government
2003.10 Signed The Company obtained surface rights of city-owned land
in Taipei Xinyi Special District No. A13 of Taipei City
Government in September 2003, where the total surface
rights fee is NT$3,196,888 thousand. The setting of
surface rights was completed in October 2003. According
to the contract, the duration of the surface rights is 50
years from the date on which the registration of surface
rights is completed. In addition, the monthly rent is
NT$3,771 thousand from the date of signing the
contract, and shall be adjusted together with the
announced land value.
None
Chubei New
Century
Shopping Mall
Co., Ltd and
Hsinchu County
Government
2015.7 Signed On July 8, 2015, Chubei New Century Shopping Mall Co.,
Ltd
signed
the
"Investment
Contract
for
the
Commissioning of the Private Sector to Participate in the
Construction of Parking Lot No. 8 in Zhubei City, Hsinchu
County" with Hsinchu County Government, where the
total surface rights fee is NT$10,000 thousand. The
setting of surface rights was completed in September
2015. According to the contract, the surface rights shall
take effect from the date of signing the investment
contract for a period of 50 years, including the
construction and operation period. On the other hand,
from the date of signingthe contract,the land rent shall
None

83

Contract Type Counter Party Contract Period Description Restricted
Clauses
be 1% of the total declared land value during the
construction period, and 3% of the total declared land
value during the operation period. The land rent shall be
adjusted together with the announced land value.
Joint Venture
Contract
The Company
And Malaysia
City Super
Limited
2004.07 Signed To develop the integrity of the retail system for food and
daily life products.
None
Covenant to
Manage
Buildings held
in division
The company
and Far Eastern
Construction
Co.,Ltd
2011.06.14~
2026.12.31
The Company and Far Eastern Construction., Co., Ltd.
jointly own the 13thfloor and the 4th floor underground
of the building located on Parcel No. 8, 9, 10, 14, and
14-1 in Subsection 2, Xinban Section, Banqiao District,
New Taipei City, as well as the 3rdfloor and the 1stfloor
underground of the newly constructed building on Parcel
No. 8 in Subsection 2, Xinban Section, Banqiao District,
New Taipei City. Both parties agree to hand over all the
subject matters of the contract to the Company for use
and management, where these subject matters will be
used by the Company as department stores or rented
out to third parties for commercial use. The Company
shall pay rent to Far Eastern Construction., Co., Ltd.
according to the contract, with the lease period ending
on December 31, 2026. If the Company wishes to renew
the contract upon expiration of the contract, the
Company shall submit a written notice 6 months before
the expiration of the contract. Both parties shall launch
negotiations to formulate a new contract before the
expiration of the contract, where the renewal period
shall be 15 years.
None

84

Contract Type Counter Party Contract Period Description Restricted
Clauses
Far Eastern Department
Stores Ltd.
Long-Term Borrowing
Contract
Mega International
Commercial Bank
2019.09 - 2021.09 Bank Loans None
Bank Of Taiwan 2018.01 - 2021.01
Hua Nan Commercial Bank 2019.07 - 2021.07
CTBC 2019.11 - 2021.10
Bank of China 2019.07 - 2021.07
KGI Bank 2018.06 - 2020.06 Bank Loans None
Bai Yang Investment Co.,Ltd
Long-Term Borrowing
Contract
Taishin International Bank 2019.05 - 2021.05 Bank Loans None
Chubei New Century
Shopping Mall Co.,Ltd
Long-Term Borrowing
Contract
Management Bank: Hua
Nan Commercial Bank
2018.02 - 2023.02 Bank Loans None
Pacific Sogo Department
Stores Co., Ltd.
Long-Term Borrowing
Contract
Hua Nan Commercial Bank 2019.12 - 2021.12 Bank Loans None
Chang Hwa Commercial
Bank
2019.05 - 2021.05
Bank of China 2019.07 - 2021.07
Mega International
Commercial Bank
2019.08 - 2021.08
Sumitomo Mitsui Banking
Corporation
2019.08 - 2021.08
Mizuho Bank 2019.09 - 2021.09

85

VI. Financial Information

1. Financial Summary for The Last Five Years and Independent Auditors’ Report

1.1 Condensed Balance Sheets & Statements of Comprehensive Income

1.1.1. Condensed Consolidated Balance Sheets Unit: NT$ thousands

1.1.1. Condensed Consolidate 1.1.1. Condensed Consolidate d Balance Sheets Unit: NT$ thousands
Year
Item
Five-Year Financial Summary Mar 31, 2020
2015 2016 2017 2018 2019
Current Assets 18,077,296
21,741,067

25,311,692

25,052,856

20,746,075

18,716,897
Property, plant and
equipment
45,612,886
43,626,582

43,699,225

43,532,941

34,323,257

34,084,522
Intangible assets 7,240,992
6,244,854

5,059,516

3,449,258

2,477,815

2,525,041
Other assets 35,406,312
34,583,107

31,638,018

31,711,286

72,963,958

72,075,698
Total assets 106,337,486
106,195,610

105,708,451

103,746,341

130,511,105

127,402,158
Current
liabilities
Before
distribution
44,141,119
48,187,858

51,115,648

46,630,770

47,667,701

45,533,565
After
distribution
45,558,059
49,179,716

52,532,588

47,835,170

Non-current liabilities 25,344,496
21,564,950

17,734,625

19,425,181

43,939,597

43,766,022
Total
liabilities
Before
distribution
69,485,615
69,752,808

68,850,273

66,055,951

91,607,298

89,299,587
After
distribution
70,902,555
70,744,666

70,267,213

67,260,351

Equity attributed to owners
ofparent
29,246,999
28,630,571

28,998,718

29,523,906

30,790,406

29,963,103
Common stock 14,169,406
14,169,406

14,169,406

14,169,406

14,169,406

14,169,406
Capital surplus 3,315,420
3,319,868

3,315,931

3,315,420

3,327,466

3,327,474
Retained
earnings
Before
distribution
7,863,493
7,443,007

7,931,970

7,904,938

8,095,475

8,173,366
After
distribution
6,446,553
6,451,149

6,515,030

6,700,538

Other equity 3,995,790
3,795,400

3,678,521

4,231,252

5,295,169

4,389,967
Treasury stocks (97,110) (97,110) (97,110) (97,110) (97,110) (97,110)
Non-controlling interests 7,604,872
7,812,231

7,859,460

8,166,484

8,113,401

8,139,468
Total equity Before
distribution
36,851,871
36,442,802

36,858,178

37,690,390

38,903,807

38,102,571
After
distribution
35,434,931
35,450,944

35,441,238

36,485,990

86

1.1.2. Condensed Consolidated Statements of Comprehensive Income

Unit: NT$ thousands, except earnings per share

Year
Item
Five-Year Financial SummaryNote 1 Five-Year Financial SummaryNote 1 Five-Year Financial SummaryNote 1 Five-Year Financial SummaryNote 1 Five-Year Financial SummaryNote 1 2020/01/01~03/31
2015 2016 2017 2018 2019
Operating Revenues 44,998,319
43,496,489

41,166,982

39,242,551

37,896,062

8,634,165
Gross Profit 22,740,386
21,901,122

20,493,375

20,150,967

19,642,613

4,231,913
Operating Profit 2,928,831
3,161,116

3,086,724

4,187,329

4,538,651

650,175
Total Non-Operating
Income And Expenses
485,842
(1,039,835)

(387,882)

(1,638,214)

(1,435,713)

(351,825)
Profit Before Income Tax 3,414,673
2,121,281

2,698,842

2,549,115

3,102,938

298,350
Net Profit For The Year 2,153,301
1,495,558

1,845,022

1,650,495

2,152,269

102,882
Other Comprehensive
(Loss) Income For The Year,
Net Of Income Tax
(2,264,467)
(289,010)

(159,208)

907,277

1,237,650

(904,126)
Total Comprehensive
Income For The Year
(111,166)
1,206,548

1,685,814

2,557,772

3,389,919

(801,244)
Owners Of The Company 1,714,770
1,134,252

1,535,986

1,318,150

1,781,843

77,891
Non-Controlling Interests 438,531
361,306

309,036

332,345

370,426

24,991
Owners Of The Company (530,347) 797,192
1,363,957

2,029,426

3,044,048

(827,311)
Non-Controlling Interests 419,181
409,356

321,857

528,346

345,871

26,067
EPS(NT$/Share) 1.20
0.81

1.09

0.94

1.26

0.06

1.1.3. Condensed Balance Sheets (Stand-alone)

Unit: NT$ thousands

Year
Item
Year
Item
2015 2016 2017 2018 2019
Current assets 1,814,999
1,892,513

1,886,095

2,519,024

2,061,664
Property, plant and equipment 26,098,891
25,385,789

25,020,048

25,314,067

18,724,837
Intangible assets 12,553
24,189

50,001

50,207

55,892
Other assets 31,982,528
31,059,094

33,934,933

33,674,667

58,596,823
Total assets 59,908,971
58,361,585

60,891,077

61,557,965

79,439,216
Current liabilities Before
distribution
14,924,730
17,806,328

20,999,068

18,588,427

20,207,931
After
distribution
16,341,670 18,798,186
22,416,008

19,792,827

Non-current liabilities 15,737,242
11,924,686

10,893,291

13,445,632

28,440,879
Total liabilities Before
distribution
30,661,972
29,731,014

31,892,359

32,034,059

48,648,810
After
distribution
32,078,912 30,722,872
33,309,299

33,238,459

Common stock 14,169,406
14,169,406

14,169,406

14,169,406

14,169,406
Capital surplus 3,315,420
3,319,868

3,315,931

3,315,420

3,327,466
Retained earnings Before
distribution
7,863,493
7,443,007

7,931,970

7,904,938

8,095,475
After
distribution
6,446,553 6,451,149
6,515,030

6,700,538

Other equity 3,995,790
3,795,400

3,678,521

4,231,252

5,295,169
Treasury stocks (97,110) (97,110) (97,110) (97,110) (97,110)
Total equity attributable
to owners of the Company

Before
distribution
29,246,999
28,630,571

28,998,718

29,523,906

30,790,406
After
distribution
27,830,059
27,638,713

27,581,778

28,319,506

87

1.1.4. Condensed Statements of Comprehensive Income (Stand-alone) – IFRSs

Year
Item
2015 2016 2017 2018 2019
Operating Revenues 10,348,566
10,524,713

10,581,149

10,781,588

10,614,744
Gross Profit 6,637,882
6,680,975

6,483,723

6,496,456

6,445,982
Operating Profit 1,531,132
1,844,302

1,882,157

2,089,339

2,125,167
Total Non-Operating
Income And Expenses
568,193
(457,339)

(100,506)

(455,490)

69,386
Profit Before Income
Tax
2,099,325
1,386,963

1,781,651

1,633,849

2,194,553
Net Profit For The Year 1,714,770
1,134,252

1,535,986

1,318,150

1,781,843
Other Comprehensive
(Loss) Income For The
Year, Net Of Income Tax
(2,245,117)
(337,060)

(172,029)

711,276

1,262,205
Total Comprehensive
Income For The Year
(530,347)
797,192

1,363,957

2,029,426

3,044,048
EPS(NT$/Share) 1.20
0.81

1.09

0.94

1.26

1.2 Names and Opinions of Independent Auditors in Recent Five Years

Year
Auditor

2015
2016 2017 2018 2019
Deloitte & Touche Gary Cho
Hung Bin Yu
Vivian Yeh
Kenny Hong
Vivian Yeh
Kenny Hong
Vivian Yeh
Gary Cho
Vivian Yeh
Gary Cho
Opinions Modified
Unqualified
Opinion
Unqualified
Opinion
Unqualified
Opinion
Unqualified
Opinion
Unqualified
Opinion

88

2. Financial Ratio Analysis for Recent Five Years

2.1 Financial Ratio Analysis (Consolidated)

YearNote 1
ItemNote2
YearNote 1
ItemNote2
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary 2020/01/01~
2020/03/01
2015 2016 2017 2018 2019
Financial
structure
Ratio of liabilities to
assets(%)
65.34
65.68

65.13

63.67

70.19

70.09
Ratio of long-term capital
to property, plant and
equipment(%)
136.35
132.96

124.92

131.20

241.36

240.19
Liquidity
analysis
Current ratio (%) 40.95
45.11

49.51

53.72

43.52

41.10
Quick ratio (%) 31.98
37.17

42.62

45.59

36.62

33.59
Interest coverage ratio
(times)
8.4
5.95

7.05

6.82

4.71

2.33
Operating
ability
Receivables
turnover(times)
63.21
52.79

37.63

26.32

28.62

45.43
Average collection period
(days)
5.77
6.91

9.69

13.86

12.75

8.03
Inventory turnover(times) 7.47
7.37

7.6

7.03

6.49

6.16
Payables turnover(times) 1.26
1.28

1.16

1.03

1.08

1.44
Average sales days (days) 48.86
49.52

48.02

51.92

56.24

59.25
Property, plant and
equipment
turnover(times)
0.96
0.97

0.94

0.89

1.11

1.00
Total assets turnover
(times)
0.41
0.40

0.38

0.37

0.28

0.26
Profitability
analysis
Return on total assets(%) 2.32
1.74

2.09

1.91

2.14

0.87
Return on equity 5.64
4.08

5.03

4.42

5.67

1.06
Pre-tax income to paid-in
capital(%)(Note 6)
24.09
14.97

19.04

17.99

21.89

2.10
Ratio of net income to
sales(%)
4.78
3.43

4.48

4.20

5.67

1.19
EPS(NT$/share) 1.20
0.81

1.09

0.94

1.26

0.06
Cash flow Cash flow ratio (%) 9.38
11.41

14.02

9.62

16.54

Cash flow adequacy ratio
(%)
105.47
115.74

148.24

148.96

166.06

176.39
Cash reinvestment ratio
(%)
3.35
6.70

10.82

4.92

7.82

Leverage Operating leverage 2.17
2.05

1.98

1.65

2.23

3.26
Financial leverage 1.19
1.16

1.17

1.11

1.22

1.52
Analysis of variations exceeding 20% of the numbers in previous year for 2018 and 2019:
1. The increase in ratio of long-term capital to property, plant and equipment mainly due to the increase in liabilities after adopting IFRS 16.
2. The decrease in quick ratio mainly due to the increase in current liabilities after adopting IFRS 16.
3. The decrease in interest coverage ratio mainly due to the increase in interest expenses after adopting IFRS 16.
4. The increase in property, plant and equipment turnover mainly due to the decrease in property, plant and equipment after adopting IFRS 16.
5. The decrease in total assets turnover mainly due to the increase in total assets after adopting IFRS 16.
6. The increase in return on equity, pre-tax income to paid-in capital, and ratio of net income to sales and EPS mainly due to the increase in net
income.
7. The increase in cash flow ratio and cash reinvestment ratio mainly due to the increase in pre-tax income and the effect after adopting IFRS 16.
8. The increase in operatingleverage mainlydue to the decrease in variable operatingcosts and expense.

89

2.2 Financial Ratio Analysis (Stand-alone)

Financial Ratio Analysis(Stand-alone) Financial Ratio Analysis(Stand-alone)
Year
ItemNote 2
2015 2016 2017 2018 2019
Financial
structure
Ratio of liabilities to assets (%) 51.18 50.94 52.37 52.03 61.24
Ratio of long-term capital to
property, plant and equipment
(%)
172.36 159.75 159.44 169.74 316.32
Liquidity
analysis
Current ratio (%) 12.16 10.62 8.98 13.55 10.20
Quick ratio (%) 7.67 6.98 6.29 10.16 6.27
Interest coverage ratio (times) 10.19 7.85 9.94 10.66 6.80
Operating
ability
Receivables turnover(times) 38.63 30.29 23.00 16.79 17.60
Average collection period (days) 9.44 12.05 15.86 21.73 20.73
Inventory turnover (times) 8.79 9.45 10.97 11.54 8.89
Payables turnover (times) 1.03 1.09 0.93 0.81 0.91
Average sales days (days) 41.52 38.62 33.27 31.62 41.05
Property, plant and equipment
turnover(times)
0.38 0.40 0.41 0.42 0.58
Total assets turnover (times) 0.16 0.17 0.17 0.17 0.13
Profitability
analysis
Return on total assets (%) 3.10 2.20 2.85 2.37 2.70
Return on equity 5.63 3.91 5.33 4.50 5.96
Pre-tax income to paid-in
capital (%)(Note 6)
14.81 9.78 12.57 11.53 15.48
Ratio of net income to sales (%) 16.57 10.77 14.51 12.22 16.78
EPS (NT$/share) 1.20 0.81 1.09 0.94 1.26
Cash flow Cash flow ratio (%) 22.25 15.84 22.23 14.93 13.62
Cash flow adequacy ratio (%) 112.10 114.26 142.52 146.46 140.45
Cash reinvestment ratio (%) 4.18 3.46 9.21 3.16 2.61
Leverage Operating leverage 1.85 1.70 1.63 1.49 1.79
Financial leverage 1.17 1.12 1.11 1.08 1.21
Analysis of variations exceeding 20% of the numbers in previous year for 2018 and 2019:
1. The increase in ratio of long-term capital to property, plant and equipment mainly due to the increase in non-current liabilities after
adopting IFRS 16.
2. The decrease in current ratio ad quick ratio mainly due to the increase in current liabilities after adopting IFRS 16.
3. The decrease in interest coverage ratio mainly due to the increase in interest expenses after adopting IFRS 16.
4. The decrease in inventory turnover and the increase in average sales days mainly due to the increase in average inventory.
5. The increase in property, plant and equipment turnover mainly due to the decrease in property, plant and equipment after adopting IFRS 16.
6. The decrease in total assets turnover mainly due to the increase in average total assets after adopting IFRS 16.
7. The increase in all items of profitability analysis mainly due to the increase in net income.
8. The increase in operatingleverage mainlydue to the decrease in variable operatingcosts and expense.

Note 1 The numbers is calculated based on 2020Q1 financial report reviewed by CPA. Note 2 At the end of the annual report, the following formula should be listed.

1. Financial structure

  • (1) Liabilities to assets ratio = Total liabilities / Total assets

  • (2) Long-term capital to fixed assets ratio = (Total shareholders' equity + Long-term liabilities) / Net fixed assets

2. Liquidity analysis

  • (1) Current ratio = Current assets / Current liabilities

  • (2) Quick ratio = (Current assets - Inventory - Prepaid expenses) / Current liabilities

  • (3) Interest coverage ratio = Net income before income tax and interest expenses / Interest expenses

90

3. Operating ability

(1) Receivables turnover (including accounts and notes receivable) = Net sales / Average accounts receivable (including accounts and notes receivable)

(2) Average collection days = 365/ Accounts receivable turnover

(3) Inventory turnover = Costs of goods sold / Average inventory

  • (4) Average sales days = 365 / Inventory turnover

(5) Payables turnover (including accounts and notes payable) = Costs of goods sold / Average accounts payable (including accounts and notes payable)

(6) Fixed assets turnover ratio = Net sales / Net fixed assets

(7) Total assets turnover ratio = Net sales / Total assets

4. Profitability analysis

(1) Return on total assets =[Net income +Interest expenses×(1-Tax rate)] / Average total assets

(2) Return on shareholders' equity =Net income / Average shareholders' equity

(3) Net income to sales ratio = Net income / Net sales

(4) Earnings per share = (Net income - Preferred stock dividend) / Weighted-average number of outstanding shares.

5. Cash flow

(1) Cash flow ratio = Cash flows from operating activities / Current liabilities

(2) Cash flow adequacy ratio = Net cash flow from operating activities for the past 5 years / (Capital expenditures + Increase in inventory + Cash dividends) for the past 5 years

(3) Cash reinvestment ratio = (Net cash flow from operating activities - Cash dividends) / (Gross fixed assets + Long-term Investment + Other assets + Working capital)

6. Leverage

(1) Operating leverage = (Net sales - Variable operating costs and expenses) / Operating income

(2) Financial leverage = Operating income / (Operating income-Interest expenses)

91

3. The Audit Committee’s Review Report

The Audit Committee’s Review Report

To the 2020 General Shareholders’ Meeting of Far Eastern Department Stores Ltd,

In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we have examined the Business Report, Financial Statements, and the Resolution for Allocation of Surplus Profit submitted by the Board of Directors for the year ending 2019 which had been audited by Deloitte & Touche, and found them in order.

The Convener of the Audit Committee: Edward Wei

5 May, 2020

4.Impact of the Financial Distress Occurred to the Company and Affiliates in Recent Years until the Annual Report Being Published None

92

5. 2019 FINANCIAL REPORT (CONSOLIDATED)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Far Eastern Department Stores, Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Far Eastern Department Stores, Ltd. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

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

Basis for Opinion

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

Key Audit Matters

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

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Evaluation of Impairment Loss of Goodwill

As of December 31, 2019, the goodwill of the Group was NT$2,206,898 thousand, accounting for 2% of total consolidated assets. Under IAS 36, management must test impairment annually.

93

The goodwill of the Group mainly derives from the merger and acquisition of operating segments in mainland China. When testing goodwill for impairment, management should evaluate whether the recoverable amount is higher than the carrying amount. In determining the recoverable amount, management should estimate the future cash flows from operating segments in mainland China and determine the optimal discount rate. Significant assumptions involve both judgments made by management and material estimation uncertainty. Thus, the evaluation of impairment loss of goodwill is considered a key audit matter. For the accounting policy related to impairment loss of the goodwill, refer to Notes 4(j), 5(a) and 17 to the accompanying consolidated financial statements.

The key audit procedures that we performed in respect of the impairment loss of goodwill are as follows:

  1. We evaluated the expertise, competency and independence of external valuation specialists mandated by management. We verified the qualification of valuation specialists to ensure their objectivity and assignment were not influenced or restricted and we verified the methodology conducted conform to regulations.

  2. We understood the process of management’s estimation of the future sales growth rate and profit margin predicted by the operating segments in mainland China.

  3. As a consideration for the assessment reliability for year 2020 and succeeding years, we compared the 2019 budget and the actual operating results of the operating segments in mainland China and evaluated the accuracy of management's historical forecast.

  4. We confirmed the appropriateness of the discount rate used by management to assess goodwill impairment by using the same evaluation model to calculate the weighted average cost of capital ratio and whether the weighted average cost of capital used by management was significantly different.

Fair Value Evaluation of Investment Properties

As of December 31, 2019, the carrying amount of investment properties of NT$9,086,641 thousand, accounting for 7% of total consolidated assets, is material to the consolidated financial statements. The Group’s investment properties are subsequently measured using the fair value model. The fair value evaluation involved management’s significant accounting estimation and judgment. Therefore, the fair value evaluation of investment property is considered to be a key audit matter. Refer to Notes 4(i), 5(c) and 16 to the accompanying consolidated financial statements for the relevant detailed information.

The key audit procedures that we performed in respect of the fair value of investment properties are as follows:

  1. We evaluated the expertise, competency and independence of external valuation specialists mandated by management. We verified the qualification of valuation specialists to ensure that their objectivity and assignment were not influenced or restricted and we verified the methodology conducted conform to regulations.

  2. We reviewed significant lease contracts and compared relevant market rental prices to assess the reasonableness of future cash flow forecasts.

  3. We assessed the reasonableness of the valuer’s assumptions and methods used in the valuation.

Others Matter

We have also audited the parent company only financial statements of Far Eastern Department Stores, Ltd. as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.

94

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

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

95

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Shu-Chuan Yeh and Ming-Hsing Cho.

Deloitte & Touche Taipei, Taiwan Republic of China

March 27, 2020

Notice to Readers

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

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

96

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 33)
Financial assets at amortized cost - current (Notes 9 and 33)
Notes receivable (Note 10)
Trade receivables (Note 10)
Trade receivables from related parties (Notes 10 and 32)
Other receivables (Notes 10 and 32)
Current tax assets (Note 27)
Inventories (Note 11)
Prepayments (Notes 18 and 32)
Other current assets (Notes 19 and 32)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 33)
Financial assets at amortized cost- non-current (Notes 9 and 33)
Investments accounted for using the equity method (Notes 13 and 33)
Property, plant and equipment (Notes 14, 32 and 33)
Right-of-use assets (Note 15)
Investment properties (Notes 16 and 33)
Intangible assets (Note 17)
Deferred tax assets (Note 27)
Net defined benefit assets (Note 23)
Long-term prepayments for lease (Notes 18 and 32)
Other non-current assets (Notes 19 and 32)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 20, 32 and 33)

Short-term bills payable (Notes 20 and 33)

Contract liabilities - current (Notes 25 and 32)

Notes payable

Trade payables

Trade payables to related parties (Note 32)

Other payables (Notes 21, 24 and 32)

Current tax liabilities (Note 27)

Provisions - current (Note 22)

Lease liabilities - current (Notes 15 and 32)

Advance receipts (Note 32)

Current portion of long-term borrowings (Notes 20 and 33)

Other current liabilities (Notes 21 and 32)


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Notes 20 and 33)

Provisions - non-current (Note 22)

Deferred tax liabilities (Note 27)

Lease liabilities - non-current (Notes 15 and 32)

Net defined benefit liabilities (Note 23)

Other non-current liabilities (Notes 21 and 32)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY

Share capital

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2019 2018






















































Amount
%
$ 13,424,223
10
457,256
1
297,456
-
1,443,974
1
1,132
-
744,436
1
161,935
-
915,309
1
10,812
-
2,780,889
2
398,558
-

110,095

-


20,746,075

16

5,030,564
4
146,000
-
10,107,165
8
34,323,257
26
44,764,810
34
9,086,641
7
2,477,815
2
589,225
-
234,035
-
1,060,658
1

1,944,860

2

109,765,030

84

$ 130,511,105
100

$ 9,630,896
7
3,622,993
3
7,770,828
6
3,184
-
15,120,910
11
93,455
-
3,971,660
3
772,780
1
3,000
-
3,381,049
3
440,970
-
2,540,000
2

315,976

-


47,667,701

36

14,999,757
12
24,823
-
2,312,954
2
25,406,473
19
738,431
1

457,159

-


43,939,597

34


91,607,298

70


14,169,406

11


3,327,466

3

3,298,695
3
2,865,351
2

1,931,429

1


8,095,475

6


5,295,169

4


(97,110)

-

30,790,406
24

8,113,401

6


38,903,807

30

$ 130,511,105
100



























































Amount
%
$ 14,594,847
14

437,747
-

244,785
-

2,077,919
2

2,287
-

1,582,273
2

155,942
-

2,159,355
2

5,655
-

2,729,234
3

977,014
1

85,798

-

25,052,856

24

3,960,014
4

227,400
-

8,678,647
8

43,532,941
42

-
-

8,690,640
8

3,449,258
3

772,100
1

-
-

7,704,464
8

1,678,021

2

78,693,485

76
$ 103,746,341
100
$ 12,957,612
13

3,480,365
3

7,525,468
7

3,683
-

17,579,453
17

104,999
-

3,687,578
4

609,796
1

6,592
-

-
-

354,277
-

-
-

320,947

-

46,630,770

45

15,090,000
15

24,909
-

2,114,362
2

-
-

808,480
1

1,387,430

1

19,425,181

19

66,055,951

64

14,169,406

14

3,315,420

3

3,166,880
3

2,656,286
2

2,081,772

2

7,904,938

7

4,231,252

4

(97,110)

-

29,523,906
28

8,166,484

8

37,690,390

36
$ 103,746,341
100

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

97

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

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

OPERATING REVENUE (Notes 25 and 32)

OPERATING COSTS (Notes 11, 26 and 32)

GROSS PROFIT

OPERATING EXPENSES (Notes 23, 26 and 32)
Selling and marketing expenses
General and administrative expenses
Expected credit loss (gain)

Total operating expenses

OPERATING PROFIT

NON-OPERATING INCOME AND EXPENSES
Other income (Note 26)
Other losses (Notes 14, 17, 26 and 32)
Finance costs (Notes 26 and 32)
Share of profit of associates accounted for using the
equity method

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 27)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (Notes 23, 24
and 27)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Remeasurement of defined benefit plans
Share of other comprehensive (loss) income of
associates accounted for using the equity
method
Income tax relating to items that will not be
reclassified subsequently to profit or loss

2019
Amount
%
$ 37,896,062 100

18,253,449
48


19,642,613
52

891,625
2
14,211,781 38

556

-


15,103,962
40


4,538,651
12

376,748
1
(1,035,197) (3)
(835,329) (2)

58,065

-


(1,435,713)
(4)

3,102,938
8

950,669

2


2,152,269

6

1,118,564
3
230,902
-
(61,630)
-

(46,260)

-


1,241,576

3
2018































Amount
%
$ 39,242,551 100

19,091,584
49

20,150,967
51

923,663
2

15,056,030 39

(16,055)

-

15,963,638
41

4,187,329
10

530,849
1

(1,743,179) (4)

(437,280) (1)

11,396

-

(1,638,214)
(4)

2,549,115
6

898,620

2

1,650,495

4

534,199
2

(50,328)
-

409,335
1

23,366

-

916,572

3

(Continued)

98

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

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

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations

Share of other comprehensive (loss) income of
associates accounted for using the equity
method


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 28)

Basic

Diluted
2019
Amount
%
$ 53,578
-

(57,504)

-


(3,926)

-


1,237,650

3

$ 3,389,919

9

$ 1,781,843
5

370,426

1

$ 2,152,269

6

$ 3,044,048
8

345,871

1

$ 3,389,919

9

$ 1.26

$ 1.26
2018

























Amount
%
$ (14,562)
-

5,267

-

(9,295)

-

907,277

3
$ 2,557,772

7
$ 1,318,150
3

332,345

1
$ 1,650,495

4
$ 2,029,426
5

528,346

2
$ 2,557,772

7
$ 0.94
$ 0.93
$ $
$ $
$ $
$ $
$ $


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

(Concluded)

99

Non-controlling Interests (Note 24)
Total Equity
$ 7,859,460
$ 36,858,178
-
(86,759 )
-
(86,759 )
7,859,460
36,771,419
-
-
-
-
-
(1,416,940 )
(220,697 )
(220,697 )
(220,697 )
(220,697 )
(220,697 )
(1,637,637 )
(220,697 )
(1,637,637 )
332,345
1,650,495
196,001
907,277
196,001
907,277
528,346
2,557,772
528,346
2,557,772
(625 )
(1,164 )
(625 )
(1,164 )
-
-
8,166,484
37,690,390
(159,751 )
(745,197 )
(159,751 )
(745,197 )
8,006,733
36,945,193
-
-
-
-
-
-
-
(1,204,400 )
(239,203 )
(239,203 )
(239,203 )
(239,203 )
(239,203 )
(1,443,603 )
(239,203 )
(1,443,603 )
370,426
2,152,269
(24,555 )
1,237,650
(24,555 )
1,237,650
345,871
3,389,919
345,871
3,389,919
-
12,298
-
12,298
$ 8,113,401
$ 38,903,807
Total $ 28,998,718 (86,759 ) 28,911,959 - - (1,416,940 ) - (1,416,940 ) 1,318,150 711,276 2,029,426 (539 ) - 29,523,906 (585,446 ) 28,938,460 - - - (1,204,400 ) - (1,204,400 ) 1,781,843 1,262,205 3,044,048 12,298 $ 30,790,406
Treasury Shares (Note 24) $ (97,110 ) - (97,110 ) - - - - - - - - - - (97,110 ) - (97,110 ) - - - - - - - - - - $ (97,110 )
Equity Attributable to Owners of the Company Other Equity (Note 24) Unrealized Gain Exchange
(Loss) on Financial
Differences on
Assets at Fair
Translating the
Unrealized Gain
Value Through
Retained Earnings (Note 24)
Financial
(Loss) on
Other
Unappropriated
Statements of
Available-for-sale
Comprehensive
Gain on Property
Special Reserve
Earnings
Foreign Operations
Financial Assets
Income
Revaluation
$ 2,643,743
$ 2,274,946
$ 86,048
$ 1,421,503
$ -
$ 2,170,970
-
92,444
-
(1,421,503 )
1,242,300
-
2,643,743
2,367,390
86,048
-
1,242,300
2,170,970
-
(153,599 )
-
-
-
-
12,543
(12,543 )
-
-
-
-
-
(1,416,940 )
-
-
-
-
-
-
-
-
-
-
12,543
(1,583,082 )
-
-
-
-
-
1,318,150
-
-
-
-
-
(24,850 )
4,606
-
731,520
-
-
1,293,300
4,606
-
731,520
-
-
(28 )
-
-
-
-
-
4,192
-
-
(4,192 )
-
2,656,286
2,081,772
90,654
-
1,969,628
2,170,970
-
(585,446 )
-
-
-
-
2,656,286
1,496,326
90,654
-
1,969,628
2,170,970
135,735
(135,735 )
-
-
-
-
-
(131,815 )
-
-
-
-
73,330
(73,330 )
-
-
-
-
-
(1,204,400 )
-
-
-
-
-
-
-
-
-
-
73,330
(1,409,545 )
-
-
-
-
-
1,781,843
-
-
-
-
-
198,288
(25,329 )
-
1,089,246
-
-
1,980,131
(25,329 )
-
1,089,246
-
-
252
-
-
-
-
$ 2,865,351
$ 1,931,429
$ 65,325
$ -
$ 3,058,874
$ 2,170,970
Legal Reserve $ 3,013,281 - 3,013,281 153,599 - - - 153,599 - - - - - 3,166,880 - 3,166,880 - 131,815 - - - 131,815 - - - - $ 3,298,695
Capital Surplus (Note 24) $ 3,315,931 - 3,315,931 - - - - - - - - (511 ) - 3,315,420 - 3,315,420 - - - - - - - - - 12,046 $ 3,327,466
Share Capital (Note 24) $ 14,169,406 - 14,169,406 - - - - - - - - - - 14,169,406 - 14,169,406 - - - - - - - - - - $ 14,169,406
BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATEMENT Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends distributed by the Company Cash dividends distributed by subsidiaries Net profit for the year ended December 31, 2018 Other comprehensive (loss) income for the year ended December 31, 2018, net of income tax Total comprehensive income for the year ended December 31, 2018 Adjustments resulting from investments in associates accounted for using the equity method Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates BALANCE AT DECEMBER 31, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2019 AS RESTATEMENT Special reserve under Rule No. 1030006415 issued by the FSC Appropriation of 2018 earnings Legal reserve Special reverse Cash dividends distributed by the Company Cash dividends distributed by subsidiaries Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Adjustments resulting from investments in associates accounted for using the equity method BALANCE AT DECEMBER 31, 2019

100

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (reversed) on receivables
Net gain on financial assets or liabilities at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Share of profit of associates accounted for using the equity method
Loss on disposal of property, plant and equipment
Loss on disposal of investment properties
Loss on disposal of intangible assets
Gain on disposal of right-of-use assets
Gain on disposal of investments
Impairment loss recognized on intangible assets
Impairment loss recognized on property, plant and equipment
Unrealized gain on physical and slow-moving inventories
Loss (gain) on changes in fair value of investment properties
Amortization of prepayments
Amortization of prepayments for leases
Reversal of unrealized purchase discounts
Net changes in operating assets and liabilities
(Increase) decrease in financial assets mandatorily classified as at
fair value through profit or loss
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities - current
Notes payable
Trade payables
Trade payables to related parties
Other payables
Provisions
Advance receipts
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Dividends received
2019
$ 3,102,938
5,555,195
60,149
556
(691)
835,329
(90,449)
(286,299)
(58,065)
84,473
-
1,435
(678)
(291)
1,095,884
-
(9,418)
151,597
12,544
-
(400)
(18,527)
1,155
836,753
(3,995)
8,008
(41,837)
90,044
(24,297)
245,360
(499)
(2,458,543)
(11,544)
(519,160)
(4,050)
226,939
(4,971)

(125,339)

8,649,306
317,922
2018
$ 2,549,115

2,355,319

51,903

(16,055)

(10,443)

437,280

(128,124)

(152,720)

(11,396)

26,487

90,621

-

-

-

1,630,000

38,047

(18,415)

(43,045)

5,582

337,503

433

69,151

(1,156)

(465,119)

(26,163)

(319,715)

(127,977)

36,461

(16,730)

361,734

612

(705,652)

(22,881)

(718,428)

(2,045)

120,205

56,402
(191,239)

5,189,552

290,342

(Continued)

101

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

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

Interest paid

Interest received
Income tax returned
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Purchase of financial assets amortized at cost
Proceeds from sale of financial assets at amortized cost
Acquisition of investments accounted for using the equity method
Decrease in prepaid long-term investments
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in other receivables
Payments for intangible assets
Proceeds from disposal of intangible assets
Payments for investment properties
Increase in other non-current assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings

Repayments of short-term borrowings

Proceeds from short-term bills payable
Repayments of short-term bills payable
Repayments of bond payables
Proceeds from long-term borrowings
Repayments of long-term borrowings
Repayment of the principal portion of lease liabilities
Decrease in other non-current liabilities
Dividends paid to owners of the Company
Dividends paid to non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
2019
$ (854,447)
109,832
2,191

(337,318)


7,887,486

(4,744)
-
715,345
(1,605,034)
25,383
(1,801,799)
39,189
1,225,948
(173,406)
139
(8,015)

(1,924,566)


(3,511,560)

139,427,113
(142,602,371)
36,935,184
(36,792,556)
-
79,279,757
(76,830,000)
(3,386,357)
(36,410)
(1,202,733)

(198,624)


(5,406,997)


(139,553)
2018
$ (436,417)

115,480

194
(672,202)
4,486,949

-

(163,931)

-

-

49,288

(2,257,557)

606

-

(63,726)

-

-
(82,785)
(2,518,105)
174,720,516
(174,820,679)

26,313,358

(25,347,693)

(1,000,000)

75,821,898

(77,490,000)

-

(26,346)

(1,414,847)
(256,698)
(3,500,491)
10,010
(Continued)

102

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

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

NET DECREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2019
$ (1,170,624)

14,594,847

$ 13,424,223
2018
$ (1,521,637)
16,116,484
$ 14,594,847

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

(Concluded)

103

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

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

1. GENERAL INFORMATION

Far Eastern Department Stores, Ltd. (the “Company” or “FEDS”) was incorporated in the Republic of China (ROC) in August 31, 1967, and operates a nationwide chain of department stores. The Company’s shares have been listed on the Taiwan Stock Exchange since October 11, 1978.

The consolidated financial statements of the Company and its subsidiaries, collectively referred to as the “Group”, are presented in the Company’s functional currency, the New Taiwan dollars.

2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 27, 2020.

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

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

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

1) IFRS 16 “Leases”

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

Definition of a lease

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

103-1

The Group as lessee

The Group recognizes right-of-use assets or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts, including property interest qualified as investment properties, were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights were recognized as prepayments for leases. The difference between the actual payments and the expenses, as adjusted for lease incentives, was recognized as other payables and other non-current liabilities. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables were recognized on the consolidated balance sheets for contracts classified as finance leases.

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

Except for the leasehold investment properties mentioned below, lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. Except for the following practical expedient which is applied, the Group applies IAS 36 to all right-of-use assets.

Part of leases which was previously accounted for as an operating lease under IAS 17, qualifies as an investment property. A lease liability for that leasehold building is recognized and measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Related right-of-use assets are presented as investment properties and measured at fair value on that date. Any difference will be recognized under retained earnings, and a special reserve will be appropriated under Rule No. 1030006415 issued by the FSC. No adjustment is made for leasehold, which was previously accounted for as an investment property.

The Group also applies the following practical expedients:

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

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

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

For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the respective leased assets and finance lease payables on December 31, 2018.

103-2

The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.71%. The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 $ 33,561,329 Less: Recognition exemption for short-term leases (284,235) Less: Recognition exemption for leases of low-value assets (512) Less: Commitment on lease contract before commencement date of the lease (3,474,768) Undiscounted amounts on January 1, 2019 $ 29,801,814 Discounted amounts using the incremental borrowing rate on January 1, 2019 $ 27,031,697 Add: Finance lease liabilities on December 31, 2018 91,331 Add (Less): Adjustments as a result of a different treatment of extension and termination options 3,234,724 Lease liabilities recognized on January 1, 2019 $ 30,357,752

The Group as lessor

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

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

As Originally
Stated on
January 1, 2019
Prepayments
$ 977,014
Investments accounted for using the
equity method

8,678,647
Property, plant and equipment

43,532,941
Right-of-use assets

-
Investment properties

8,690,640
Long-term prepayments for leases

7,704,464
Other assets - non-current
1,678,021
Total effect on assets

Lease liabilities - current
-
Other payables
3,687,578
Lease liabilities - non-current
-
Other liabilities - non-current
1,387,430
Total effect on liabilities

Retained earnings
7,904,938
Non-controlling interests
8,166,484
Total effect on equity
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
$ (367,914) $ 609,100

(46)
8,678,601

(9,643,083)
33,889,858

39,649,690
39,649,690

537,429
9,228,069

(1,659,632)
6,044,832

120,557
1,798,578
$ 28,637,001
$ 3,360,326
3,360,326

(81,693)
3,605,885

26,997,426
26,997,426

(893,861)
493,569
$ 29,382,198
$ (585,446)
7,319,492

(159,751)
8,006,733
$ (745,197)

103-3

  • 2) IFRIC 23 “Uncertainty over Income Tax Treatments”

IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Group should assume that the taxation authority has full knowledge of all related information when making related examinations. If the Group concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Group should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Group should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the Group expects to better predict the resolution of the uncertainty. The Group has to reassess its judgments and estimates if facts and circumstances change.

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
Reform”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
January 1, 2020 (Note 3)
  • Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

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

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

As of the date the consolidated financial statements were authorized for issue, the Group assesses the possible impacts that the application of the aforementioned amendments and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers will have on the Group’s financial position and financial performance and will disclose these other impacts when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2022 Non-current”

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

103-4

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

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

  • b. Basis of preparation

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

Current assets include:

  • Assets held primarily for the purpose of trading;

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

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

Current liabilities include:

  • Liabilities held primarily for the purpose of trading;

  • Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

103-5

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

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e., its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent 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 Group’s interests 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 shareholders of the parent.

See Note 12 and Table 8 for details on subsidiaries, including the percentages of their ownership and main businesses.

Refer to Table 1 for the diagram of intercompany relationships of the consolidated financial statements for the year ended December 31, 2019.

e. Foreign currencies

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

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

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

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including the subsidiaries and associates in other countries or subsidiaries which use currencies that are different from the Group) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income (as appropriate attributed to owners of the Group and non-controlling interests, respectively).

103-6

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

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

f. Inventories

Inventories are stated at the lower of cost or net realizable value, using the retail method. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

g. Investment in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. The Group uses the equity method of accounting to recognize its investments in associates.

Under the equity method, an investment in an associate is initially recognized at cost and is adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates attributable to the Group.

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

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

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

103-7

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

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

h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss. Before January 1, 2019, property, plant and equipment also included assets held under finance leases.

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

The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. For assets which were held under finance leases before January 1, 2019, if their respective lease terms are shorter than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of the property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss for the year.

i. Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation. Beginning January 1, 2019, investment properties include right-of-use assets and properties under construction if the definition of investment properties is met; before January 1, 2019, investment properties included properties under construction, properties held under finance leases and property interests under operating leases if the definition of investment properties was met. Investment properties also include land held for a currently undetermined future use.

Freehold investment properties are measured initially at cost, including transaction costs. Beginning January 1, 2019, investment properties acquired through leases are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. With respect to the initial recognition of investment properties acquired through leases before January 1, 2019, refer to Note 16 for the accounting policies for finance leases. All investment properties are subsequently measured using the fair value model. Changes in the fair value of investment properties are included in profit or loss for the period in which they arise.

103-8

Investment properties under construction, of which the fair value is not reliably measurable, are measured at cost less accumulated impairment loss until such time as either the fair value becomes reliably measurable or construction is completed (whichever comes earlier).

For a transfer of classification from investment properties to property, plant and equipment, the deemed cost of an item of property for subsequent accounting is its fair value at the commencement of owner-occupation.

For a transfer of classification from property, plant and equipment to investment properties at the end of owner-occupation, any difference between the fair value of an item of property at the transfer date and its previous carrying amount is recognized in other comprehensive income.

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

  • j. Goodwill

Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributable goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal, and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

  • k. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis during their expected useful life. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

When the Group has a right to charge for the usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it recognizes this as an intangible asset. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.

103-9

2) Derecognition of intangible assets

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

  • l. Impairment of tangible and intangible assets other than goodwill

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

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

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

m. Financial instruments

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

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

1) Financial assets

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

  • a) Measurement categories

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

i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

103-10

Financial assets at FVTPL are subsequently measured at fair value, any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 31: Financial Instruments.

  • ii. Financial assets at amortized cost

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

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

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

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

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

  • b) Impairment of financial assets

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

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

103-11

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

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

  • c) Derecognition of financial assets

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

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

2) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

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

n. Provisions

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

o. Revenue recognition

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

Revenue from the sale of goods are recognized as revenue when the goods are shipped or delivered because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.

103-12

When other party participates providing in goods or services to customers, the Group obtains control of the specified goods or services before they are transferred to the customers and, therefore, is acting as a principal in the transaction. On the contrary, the other party is acting as an agent. As the principal, the total amount of the consideration that is expected to be obtained in exchange for the transfer of goods or services is recognized as income. As an agent, the amount of any fees or commissions that the other party expected to obtain in exchange for the provision of goods or services, recognized as income. The charge or commission of the Group may be the net amount of the consideration. The income retained by the Group in exchange for goods or services is the amount retained after payment to the other party.

Customer Loyalty Program, the Group offers award credits which can be used for future purchases when the customer shops. The award credits provides a material right to the customer. The transaction price allocated to the award credits is recognized as a contract liability when collected and will be recognized as revenue when the award credits is redeemed or has expired.

p. Leases

2019

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

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.

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

Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.

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

  • 2) The Group as lessee

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

103-13

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets, except for those that meet the definition of investment properties. With respect to the recognition and measurement of right-of-use assets that meet the definition of investment properties, refer to Note 9 for the accounting policies for investment properties.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. However, if leases transfer ownership of the underlying assets to the Group by the end of the lease terms or if the costs of right-of-use assets reflect that the Group will exercise a purchase option, the Group depreciates the right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.

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

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

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • 1) The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.

Lease incentives included in an operating lease are recognized as an asset. The aggregate cost of incentives is recognized as a reduction of rental income on a straight-line basis. Lease incentives included in a finance lease are recognized as a reduction of minimum lease payments.

Contingent rentals are recognized as income in the period in which they are incurred.

103-14

2) The Group as lessee

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheets as a finance lease obligation.

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

Lease incentives received under operating leases are recognized as liabilities. The aggregate benefit of incentives is recognized as a reduction of rental expenses on a straight-line basis. Lease incentives received under a finance lease are recognized as a reduction of minimum lease payments.

Contingent rentals are recognized as expenses in the period in which they are incurred.

  • 3) Leasehold land for own use

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

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

q. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

r. Retirement benefit costs

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

103-15

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

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • s. Taxation

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

  • 1) Current tax

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

Adjustments of prior years’ tax liabilities are added to or deducted from the current period’s income tax expenses.

  • 2) Deferred tax

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

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

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

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

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

103-16

  • 3) Current and deferred tax for the year

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

When current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

  • a. Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The calculation of the value in use requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

  • b. Impairment assessment of tangible and intangible assets other than goodwill

For impairment tests of assets, the Group evaluates and decides the independent cash flows of certain assets, useful lives of those assets and their probable future profit or loss based on subjective judgment, asset-usage models and department store industry characteristics. Any change in national and local economic conditions or the Group’s strategy may cause a significant impairment loss.

  • c. Fair value measurements and valuation processes of the investment properties

Third-party qualified valuers were engaged to perform the fair value evaluation of the Group’s investment properties using the appropriate valuation techniques for fair value measurements.

The valuers of the Group determined the appropriate inputs by referring to the analyses of the financial position and the operation results of investees, recent transaction prices and prices of the same equity instruments not quoted in active markets in the vicinity of the Group’s investment properties. If there are changes in the actual inputs in the future which differ from expectation, the fair value might vary accordingly. The Group updates inputs every quarter to confirm the appropriateness of the fair value measurement.

Information on the valuation techniques and inputs used in determining the fair value of investment properties is disclosed in Note 16.

103-17

6. CASH AND CASH EQUIVALENTS

Cash on hand and revolving funds

Checking accounts and demand deposits
Cash equivalents (investments with original maturities of less than 3
months)
Time deposits
Commercial papers

December 31 December 31


2019
$ 176,112
4,334,916
3,856,673

5,056,522

$ 13,424,223
2018
$ 343,068

5,816,392

6,608,013

1,827,374
$ 14,594,847

The market rate intervals of deposits in bank and commercial papers at the end of the reporting period were as follows:

Deposits in bank

Commercial papers
December 31
2019
2018
0.001%-2.500% 0.010%-3.201%
0.540%-0.590% 0.550%-0.630%

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Beneficiary certificates

Listed and over-the-counter (OTC) shares

December 31 December 31


2019
$ 346,330

110,926

$ 457,256
2018
$ 344,481

93,266
$ 437,747

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments at FVTOCI
Domestic investments
Listed and OTC shares

Unlisted shares

Foreign investments
Unlisted shares

December 31 December 31



2019
$ 4,736,737

574,766

5,311,503
16,517

$ 5,328,020
2018
$ 3,631,653

564,243
4,195,896

8,903
$ 4,204,799
(Continued)

103-18

Current

Non-current

December 31 December 31


2019
$ 297,456

5,030,564

$ 5,328,020
2018
$ 244,785

3,960,014
$ 4,204,799
(Concluded)
  • a. These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

  • b. Refer to Note 33 for information relating to investments in equity instruments at FVTOCI pledged as security.

9. FINANCIAL ASSETS AT AMORTIZED COST

Time deposits with original maturities of more than 3 months

Pledged deposits
Money Lodged at Courts


Current

Non-current


Gross carrying amount

Less: Allowance for impairment loss

Amortized cost
December 31 December 31








2019
$ 1,390,974

199,000
-

$ 1,589,974

$ 1,443,974

146,000

$ 1,589,974

$ 1,589,974

-

$ 1,589,974
2018
$ 2,024,919
280,000

400
$ 2,305,319
$ 2,077,919

227,400
$ 2,305,319
$ 2,305,319

-
$ 2,305,319
  • a. The credit risk of financial instruments such as bank deposits is measured and monitored by the accounting department. The Group chooses the transaction object and the other party performs good credit with the bank.

  • b. The ranges of interest rates for financial assets at amortized cost were approximately 0.30%-2.40% and 0.30%-2.10% per annum as of December 31, 2019 and 2018, respectively.

  • c. Refer to Note 33 for information relating to investments in financial assets at amortized cost pledged as security.

103-19

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES (INCLUDING RELATED PARTIES)

  • a. Notes receivable
Operating
Non-operating
Less: Allowance for impairment loss
December 31


2019
$ 1,132

1,794

(1,794)

$ 1,132
2018
$ 776
3,305

(1,794)
$ 2,287

December 31, 2019

Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days

Expected credit loss
rate
0.0600%
0.0000%
100%
100%
100%

Gross carrying amount $ 1,129
$ 3
$ -
$ -
$ 1,794

Loss allowance
(Lifetime ECL)

-

-

-

-

(1,794)


Amortized cost
$ 1,129
$ 3
$ -
$ -
$ -

December 31, 2018
Total
$ 2,926

(1,794)
$ 1,132
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Total
Expected credit loss
rate
0.0002%-
0.0200%
100%
100%
100%
100%

Gross carrying amount $ 2,287
$ -
$ -
$ -
$ 1,794
$ 4,081
Loss allowance
(Lifetime ECL)

-

-

-

-

(1,794)

(1,794)

Amortized cost
$ 2,287
$ -
$ -
$ -
$ -
$ 2,287
Trade receivables
December 31
2019
2018
At amortized cost
Gross carrying amount
$ 1,034,999
$ 1,867,787
Less: Allowance for impairment loss

(128,628)

(129,572)
$ 906,371
$ 1,738,215
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Total
Expected credit loss
rate
0.0002%-
0.0200%
100%
100%
100%
100%

Gross carrying amount $ 2,287
$ -
$ -
$ -
$ 1,794
$ 4,081
Loss allowance
(Lifetime ECL)

-

-

-

-

(1,794)

(1,794)

Amortized cost
$ 2,287
$ -
$ -
$ -
$ -
$ 2,287
Trade receivables
December 31
2019
2018
At amortized cost
Gross carrying amount
$ 1,034,999
$ 1,867,787
Less: Allowance for impairment loss

(128,628)

(129,572)
$ 906,371
$ 1,738,215
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Total
Expected credit loss
rate
0.0002%-
0.0200%
100%
100%
100%
100%

Gross carrying amount $ 2,287
$ -
$ -
$ -
$ 1,794
$ 4,081
Loss allowance
(Lifetime ECL)

-

-

-

-

(1,794)

(1,794)

Amortized cost
$ 2,287
$ -
$ -
$ -
$ -
$ 2,287
Trade receivables
December 31
2019
2018
At amortized cost
Gross carrying amount
$ 1,034,999
$ 1,867,787
Less: Allowance for impairment loss

(128,628)

(129,572)
$ 906,371
$ 1,738,215
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Total
Expected credit loss
rate
0.0002%-
0.0200%
100%
100%
100%
100%

Gross carrying amount $ 2,287
$ -
$ -
$ -
$ 1,794
$ 4,081
Loss allowance
(Lifetime ECL)

-

-

-

-

(1,794)

(1,794)

Amortized cost
$ 2,287
$ -
$ -
$ -
$ -
$ 2,287
Trade receivables
December 31
2019
2018
At amortized cost
Gross carrying amount
$ 1,034,999
$ 1,867,787
Less: Allowance for impairment loss

(128,628)

(129,572)
$ 906,371
$ 1,738,215
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Total
Expected credit loss
rate
0.0002%-
0.0200%
100%
100%
100%
100%

Gross carrying amount $ 2,287
$ -
$ -
$ -
$ 1,794
$ 4,081
Loss allowance
(Lifetime ECL)

-

-

-

-

(1,794)

(1,794)

Amortized cost
$ 2,287
$ -
$ -
$ -
$ -
$ 2,287
Trade receivables
December 31
2019
2018
At amortized cost
Gross carrying amount
$ 1,034,999
$ 1,867,787
Less: Allowance for impairment loss

(128,628)

(129,572)
$ 906,371
$ 1,738,215
Total
$ 4,081

(1,794)
$ 2,287
$




2019
$ 1,034,999

(128,628)

$ 906,371
2018
$ 1,867,787

(129,572)
$ 1,738,215

b. Trade receivables

The Group’s trade receivables pertained to revenue on credit cards and goods coupons. The average credit period for revenue from credit cards was 2 to 3 days, and for goods coupons, 15 days.

In determining the recoverability of a trade receivable, the Group considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. Allowances for impairment loss were recognized against trade receivables based on estimated irrecoverable amounts determined with reference to past default experience of the counterparties and an analysis of their current financial position.

103-20

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 using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. 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 Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2019

Not Past Due
Expected credit loss
rate
0.0700%

Gross carrying amount $ 880,024
Loss allowance
(Lifetime ECL)

(168)


Amortized cost
$ 879,856

December 31, 2018
Not Past Due
Expected credit loss
rate
0.0003%-
0.0300%

Gross carrying amount $ 1,651,442
Loss allowance
(Lifetime ECL)

(78)


Amortized cost
$ 1,651,364
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
2.1600%
6.7200%
8.8200%
100%
$ 25,259 $ 1,685 $ 84 $ 127,947

(499)

(7)

(7)

(127,947)

$ 24,760
$ 1,678
$ 77
$ -

Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
0.0076%-
0.1500%
0.2200%-
0.3703%
1.0321%-
1.2200%
100%
$ 84,940 $ 1,976 $ 41 $ 129,388

(101)

(4)

(1)

(129,388)

$ 84,839
$ 1,972
$ 40
$ -
Total
$ 1,034,999

(128,628)
$ 906,371
Total
$ 1,867,787

(129,572)
$ 1,738,215

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1

Less: Impairment losses reversed
Less: Amounts written off

Balance at December 31
2019
$ 129,572

(914)
(30)

$ 128,628
2018
$ 132,938
(3,366)

-
$ 129,572

103-21

c. Other receivables


At amortized cost
Gross carrying amount
Receivables

Others
Less: Allowance for impairment loss

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


2019
$ -

1,199,138
(283,829)

$ 915,309
2018
$ 1,225,948
1,228,049

(294,642)
$ 2,159,355

FEDS Development agrees to offer a one-year loan to FENC (China) with a credit of RMB216,700 thousand and also provides an unsecured and interest-free loan to YDEC (Shanghai) with a credit of RMB81,377 thousand. Revolving lines of credit are allowed. As of December 31, 2018, FENC (China) made a drawdown of RMB216,560 thousand and YDEC (Shanghai) made a drawdown of RMB57,377 thousand. The actual borrowing amounts of these loans were recognized as other receivables within the Group. As of December 31, 2019, the whole amount of loan were repaid.

The Group postulated that the potential benefits of the investment will exceed the prospective interest incomes arising from the loan. Thus, the loan’s terms of conditions were not regarded only as an independent transaction; the prospective benefits of the Group’s investment plans were also taken into consideration. Moreover, as the ultimate parent company of the borrowers is Far Eastern New Century Ltd. (FENC), the Group believes that the borrowers are able to repay the debts without offering pledges in terms of their financial positions.

The following table details the loss allowance of other receivables based on the Group’s provision matrix.

December 31, 2019

Expected credit loss rate

Gross carrying amount


Loss allowance (Lifetime
ECL)


Amortized cost

December 31, 2018
Expected credit loss rate

Gross carrying amount


Loss allowance (Lifetime
ECL)


Amortized cost
Not Past Due
0.0600%
$ 915,188


(7)

$ 915,181

Not Past Due
0.0002%-
0.0200%
$ 2,159,325


(4)

$ 2,159,321
Less than 30
Days
1.4700%
$ 130


(2)

$ 128

Less than 30
Days
0.0063%-
0.1200%
$ 34


-

$ 34
31 to 60 Days
5.2800%
$ -


-

$ -

31 to 60 Days
0.1800%-
0.3046%
$ -


-

$ -
61 to 90 Days
7.1300%
$ -


-

$ -

61 to 90 Days
0.8361%-
0.9300%
$ -


-

$ -
Over 90 Days
100%
$ 283,820


(283,820)

$ -

Over 90 Days
100%
$ 294,638


(294,638)

$ -
Total
$ 1,199,138

(283,829)
$ 915,309
Total
$ 2,453,997

(294,642)
$ 2,159,355

103-22

The movements of the loss allowance of other receivables were as follows:

Balance at January 1

Add: Impairment losses recognized
Less: Impairment losses reversed
Less: Amounts written off
Foreign exchange gains and losses

Balance at December 31
2019
$ 294,642

1,470
-
(2,504)
(9,779)

$ 283,829
2018
$ 395,653
-
(12,689)
(83,966)

(4,356)
$ 294,642

11. INVENTORIES

Merchandise

Allowance for inventory devaluation

Allowance for losses on physical inventory

Allowance for unrealized purchase discounts
December 31 December 31 December 31
2019
$ 2,780,889

$ 70,908

$ 23,292

$ 3,037
2018






$ 2,729,234
$ 80,831
$ 22,787
$ 3,437

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were $17,900,994 thousand and $18,697,764 thousand, respectively.

The cost of goods sold includes:


Reversed unrealized loss on physical inventory and slow-moving
inventory
Reversed (recognized) unrealized purchase discounts
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ 9,418
$ 400
2018
$ 18,415
$ (433)

12. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements

The detailed information of the subsidiaries at the end of reporting period are as follows:

Investor
Investee
Main Businesses
Far Eastern Department Stores,
Far Eastern Ai Mai Co., Ltd.
Hypermarket
Ltd.
Bai Yang Investment Co., Ltd.
Investment
Bai Ding Investment Co., Ltd.
Investment
Yu Ming Advertising Agency Co., Ltd.
Advertising and importation
of certain merchandise
Far Eastern Hon Li Do Co., Ltd.
Building rental
FEDS Development Ltd.
Investment
Ya Tung Department Stores, Ltd.
Department store
Far Eastern CitySuper Co., Ltd.
Hypermarket
Pacific Liu Tong Investment Co., Ltd.
Investment
Asians Merchandise Company
Trading
Proportion of Ownership
(%)
December 31
2019
2018
Remark
100
100
100
100
67
67
100
100
56
56
54
54
100
100
96
96
35
35
100
100
(Continued)

103-23

Investor
Investee
Main Businesses
Bai Yang Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Investment
FEDS Asia Pacific Development Co., Ltd. Shopping mall
Bai Ding Investment Co., Ltd.
Investment
FEDS New Century Development Co.,
Ltd.
Shopping mall
FEDS Development Ltd.
Investment
Pacific China Holdings (HK) Limited
Investment
Far Eastern Big City Shopping Malls Co.,
Ltd.
Department store
Bai Ding Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Investment
Pacific Sogo Department Stores Co., Ltd. Department store
Far Eastern Hon Li Do Co., Ltd.
Building rental
Far Eastern CitySuper Co., Ltd.
Hypermarket
Yu Ming Advertising Agency Co.,
Ltd.
Pacific Liu Tong Investment Co., Ltd.
Investment
Far Eastern Hon Li Do Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Investment
FEDS Development Ltd.
Shanghai Bai Ding Consultant &
Management Co., Ltd.
Consulting service
Chongqing FEDS Co., Ltd.
Department store
Ya Tung Department Stores, Ltd.
Pacific Liu Tong Investment Co., Ltd.
Investment
FEDS Asia Pacific Development
Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Investment
FEDS New Century Development Pacific Liu Tong Investment Co., Ltd.
Investment
Co., Ltd.
Chubei New Century Shopping Mall Co.,
Ltd.
Department store
Pacific Liu Tong Investment Co.,
Ltd.
Pacific Sogo Department Stores Co., Ltd. Department store
Pacific Sogo Department Stores
Pacific China Holdings (HK) Limited
Investment
Co., Ltd.
Far Eastern Big City Shopping Malls Co.,
Ltd.
Department store
Pacific China Holdings (HK)
Limited
Pacific China Holdings Ltd.
Investment
Pacific China Holdings Ltd.
Shanghai Pacific Department Stores Co.,
Ltd.
Department store
Chengdu Quanxing Mansion Pacific
Department Store Co., Ltd.
Department store
Chongqing Metropolitan Plaza Pacific
Department Store Co., Ltd.
Department store
Chongqing Pacific Consultant &
Management Co., Ltd.
Consulting service
Bai Fa China Holdings (HK) Ltd.
Investment
Pacific (China) Investment Co., Ltd.
Investment
Pacific (China) Investment Co.,
Chengdu FEDS Co., Ltd.
Department store
Ltd.
Chengdu Beicheng FEDS Co., Ltd.
Department store
Dalian Pacific Department Store Co., Ltd. Department store
Proportion of Ownership
(%)
December 31
2019
2018
Remark
2
2
70
70
33
33
100
100
1)
46
46
40
40
40
40
13
13
1
1
44
44
-
-
-
-
-
-
100
100
100
100
1
1
2
2
2
2
100
100
1)
79
79
60
60
60
60
100
100
73
73
100
100
5)
100
100
100
100
100
100
2)
100
100
100
100
4)
-
-
3)
100
100
(Concluded)
  • 1) As of December 31, 2019, they were still in the startup period.

  • 2) Bai Fa China Holdings (HK) Ltd. applied to discontinue operations in June 2017 due to non-operating plans in the short-term.

  • 3) The board of directors approved to end operations in April 2017, and went into liquidation on October 23, 2018.

  • 4) Considering market demand and supply, Chengdu FEDS Co., Ltd. (Chengdu FEDS) decided to reconstruct and transform the business operating scheme to improve effectiveness. Therefore, Chengdu FEDS has ended their operations since December 23, 2017.

  • 5) The board of directors approved to end operations in April 2019.

  • b. Subsidiaries excluded from the consolidated financial statements

Investor
Investee
Main Businesses
Pacific Sogo Department Stores
Pacific Sogo Investment Co., Ltd.
Investment
Co., Ltd.
Lian Ching Investment Co., Ltd.
Investment
Proportion of Ownership
(%)
December 31
2019
2018
Remark
-
-
1)
50
50
2)

103-24

  • 1) In November 2008, Pacific Sogo Department Stores Co., Ltd. (SOGO) applied to the Taiwan Taipei District Court (TTDC) for PSIC to be declared bankrupt, and the TTDC ruled PSIC bankrupt on December 30, 2010. On April 8, 2011, PSIC convened the first creditors’ meeting. Assets of PSIC had been sold successively since August 22, 2012, and the bankruptcy manager had consecutively completed the allocation of assets of PSIC. The TTDC also ruled that the bankruptcy proceedings be terminated and announced to the public on November 11, 2015. Three years from the date of the announcement, Pacific Sogo Investment Co., Ltd. is regarded as the legal personality eradication on November 11, 2018.

  • 2) The amount of Lian Ching Investment Co., Ltd. had been written off to zero, no liabilities were undertaken by the Group and the accounts are not disclosed in the consolidated financial statements.

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in Associates

Associates that are not individually material

Aggregate information of associates that are not individually material:

The Group’s share of:
Profit from continuing operations

Other comprehensive (loss) income

Total comprehensive (loss) income for the year
**December 31 ** **December 31 ** **December 31 **
2019
2018
$ 10,107,165
$ 8,678,647

**For the Year Ended December 31 **


2019
$ 58,065

(119,134)

$ (61,069)
2018
$ 11,396

414,602
$ 425,998

FEDS Development Ltd., Far Eastern New Century (China) Investment Co., Ltd. (FENCI (China)) (subsidiary of FENC) and Oriental Holdings Co., Ltd. (subsidiary of Asia Cement Corporation) jointly invested in Yuan Ding Enterprise (Shanghai) Limited (YDEL (Shanghai)) in order to hold and undertake the real estate development and construction of a commercial building in the Shanghai World Expo district. The investment agreement was already signed.

In February and December 2019, respectively, Yuan Ding Enterprise (Shanghai) Limited (YDEL (Shanghai)) undertook the registration of a capital increase, which resulted in an increase of RMB250,000 thousand (NT$1,138,000 thousand) and RMB107,880 thousand (NT$467,034 thousand), respectively, in the Group’s investment account in YDEL (Shanghai). In addition, the proportion of ownership is 20%, with a total investment amount 1,605,034 thousand.

In July 2019 and November 2018, Yuan Hsin Digital Payment Co., Ltd. (YHDP) undertook the registration of a capital reduction to offset the deficit, which resulted in a decrease of 7,324 thousand and 6,806 thousand shares, respectively, in the Group’s equity in YHDP.

In June 2018, Ding Ding Integrated Marketing Service Co., Ltd. (DDIM) undertook the registration of a capital reduction to offset the deficit, which resulted in a decrease in the Group’s equity in DDIM of 7,080 thousand shares.

103-25

Chongqing Pacific Consultant & Management Co., Ltd. (CPCM) invested RMB75,000 thousand in Chengdu Baiyang Industry Co., Ltd. (CDBI) and acquired 33% of the voting rights of CDBI. CPCM signed a contract to ensure long-term cooperation with its Joint Venture Partner, Chengdu Department Emporium Group Co., Ltd. (CDEG), and they agreed that CPCM would pay CDBI a security deposit of RMB425,000 thousand. Under the cooperation contract, the allocation of retained earnings of CDBI to CPCM will be at certain percentages stated in the contract and not at their respective percentages of ownership. The contract further states that CDBI should not be liquidated and CPCM should not transfer its equity (including voting rights) in CDBI to any party. The security deposit of RMB425,000 thousand can be transferred in stages as capital of CDBI and recognized as a long-term investment prepayment. When the percentage of the allocation of retained earnings, which had been requested by CDEG, exceeds a certain percentage of the allocation of retained earnings as stated in the contract, CPCM may simultaneously request to get back 50% of the allocated retained earnings and the security deposit. As of December 31, 2019, CDBI had returned RMB108,308 thousand to CPCM.

The investments in associates accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were based on the associates’ financial statements audited for the same years by other auditors.

Refer to Note 33 for the information on the carrying amounts of investments in associates accounted for using the equity method that were pledged as security.

14. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2018

Additions (deductions)
Disposals
Reclassification
Effect of exchange differences

Balance at December 31, 2018

Accumulated depreciation and impairment
Balance at January 1, 2018

Disposals
Impairment losses
Reclassification
Depreciation expense
Effect of exchange differences

Balance at December 31, 2018

Carrying amount at December 31, 2018

Cost
Balance at January 1, 2019

Adjustments on initial application of
IFRS 16

Balance at January 1, 2019 (restated)
Additions (deductions)
Disposals
Reclassification
Effect of exchange differences

Balance at December 31, 2019

Accumulated depreciation and impairment
Balance at January 1, 2019

Adjustments on initial application of
IFRS 16

Balance at January 1, 2019 (restated)
Disposals
Depreciation expense
Reclassification
Effect of exchange differences

Balance at December 31, 2019

Carrying amount at December 31, 2019
Land
$ 13,720,139

-
-
-

-

$ 13,720,139

$ -

-
-
-
-

-

$ -

$ 13,720,139

$ 13,720,139


-

13,720,139
-
-
-

-

$ 13,720,139

$ -


-

-
-
-
-

-

$ -

$ 13,720,139
Buildings
$ 21,783,720

-
-
-

(24,875)

$ 21,758,845

$ (7,329,757 )

-
(20,203 )
(465,749 )
-

23,396

$ (7,792,313)

$ 13,966,532

$ 21,758,845


-

21,758,845
-
(232,324 )
-

(55,844)

$ 21,470,677

$ (7,792,313 )


-

(7,792,313 )
232,324
(455,231 )
-

52,831

$ (7,962,389)

$ 13,508,288
Buildings and
Facilities
$ 9,624,537

245,549
(54,828 )
101,027

-

$ 9,916,285

$ (6,490,671 )

48,386
(12,049 )
(656,425 )
(38 )

-

$ (7,110,797)

$ 2,805,488

$ 9,916,285


-

9,916,285
391,558
(700,814 )
1,008,145

-

$ 10,615,174

$ (7,110,797 )


-

(7,110,797 )

656,798
(654,825 )
-

-

$ (7,108,824)

$ 3,506,350
Decorative
Facilities
E

$ 12,543,518

342,640
(208,224 )
28,026

(36,967)

$ 12,668,993

$ (9,877,985 )

188,937
(4,104 )
(847,195 )
38

33,306

$ (10,507,003)

$ 2,161,990

$ 12,668,993


-

12,668,993
592,886
(712,248 )
512,721

(78,727)

$ 12,983,625

$ (10,507,003 )


-

(10,507,003 )
685,239
(701,007 )
45

72,710

$ (10,450,016)

$ 2,533,609
quipment under
Finance Leases

a
$ 10,461,166

-
(3,268,803 )
450,373

-

$ 7,642,736

$ (4,945,329 )

3,268,803
-
(284,787 )
-

-

$ (1,961,313)

$ 5,681,423

$ 7,642,736


(7,642,736)

-
-
-
-

-

$ -

$ (1,961,313 )


1,961,313

-
-
-
-

-

$ -

$ -
Plant,
Transportation
nd Miscellaneous
Equipment

$ 3,257,979

179,365
(109,054 )
28,418

(1,664)

$ 3,355,044

$ (2,315,883 )
107,203
(1,691 )
(243,050 )
(8,631 )

1,310
$ (2,460,742)
$ 894,302

$ 3,355,044


-

3,355,044
224,958
(562,426 )
92,503

(3,421)

$ 3,106,658

$ (2,460,742 )

-
(2,460,742 )
509,433
(219,664 )
-

2,752
$ (2,168,221)
$ 938,437
Construction in
Progress
$ 3,267,791

1,506,880
-
(471,573 )

(31)

$ 4,303,067




$ 4,303,067

$ 4,303,067


(3,961,660)

341,407
1,263,413
-
(1,488,361 )

(25)

$ 116,434






$ 116,434
Total
$ 74,658,850
2,274,434
(3,640,909 )
136,271

(63,537)
$ 73,365,109
$ (30,959,625 )
3,613,329
(38,047 )
(2,497,206 )
(8,631 )

58,012
$ (29,832,168)
$ 43,532,941
$ 73,365,109
(11,604,396)
61,760,713
2,472,815
(2,207,812 )
125,008

(138,017)
$ 62,012,707
$ (29,832,168 )

1,961,313
(27,870,855 )
2,083,794
(2,030,727 )
45

128,293
$ (27,689,450)
$ 34,323,257

103-26

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings 17-56 years Buildings and facilities 5-20 years Decorative facilities 3-20 years Equipment under finance leases 15-50 years Plant, transportation, and miscellaneous equipment 3-12 years

AIMAI evaluated the prospective profits in 2018. The impairment tests were applied to the property, plant and equipment of both branches based on their recoverable amounts, and $38,047 thousand was recognized as an impairment loss.

Refer to Note 33 for the information on the carrying amounts of property, plant and equipment that were pledged as collateral for long/short-term borrowings.

15. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
Carrying amounts
Land

Buildings
Plant, transportation, and miscellaneous equipment


Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land

Buildings
Plant, transportation, and miscellaneous equipment


Lease liabilities - 2019
Carrying amounts
Current

Non-current
December 31,
2019
$ 11,367,407
33,396,243

1,160
$ 44,764,810

For the Year
Ended
December 31,
2019
$ 2,101,626
$ 344,220
3,318,910

1,228
$ 3,664,358
December 31,
2019
$ 3,381,049
$ 25,406,473
  • b. Lease liabilities - 2019

103-27

Range of discount rate for lease liabilities was as follows:

December 31,
2019
Land 1.09%-1.75%
Buildings 0.90%-4.35%
Plant, transportation, and miscellaneous equipment 0.92%-1.15%

c. Material lease-in activities and terms

The Group leases certain property and equipment for its retail business with a lease term of 1 to 50 years. In addition to fixed payments, a part of the lease contract also specifies variable lease payments with different conditions. Some stores are leased by acquiring land use rights to build buildings and transfer buildings to lessor unconditionally at the end of the lease terms.

d. Other lease information

2019

For the Year For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $
182,955
Expenses relating to low-value asset leases $
69,461
Expenses relating to variable lease payments not included in the measurement of
lease liabilities $
227,668
Total cash outflow for leases $ (6,106,960)

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

2018

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


Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

December 31,
2018
$ 3,724,940
12,542,437
17,293,952
$ 33,561,329

103-28

The lease payments and sublease payments recognized in profit or loss were as follows:

For the Year
Ended
December 31,
2018
Minimum lease payments $ 3,934,059
Contingent rental payments 170,442
Sublease payments
(61,751)
$ 4,042,750

16. INVESTMENT PROPERTIES

Balance at January 1, 2018

Disposals
Gain (loss) on changes in the fair value of investment
properties

Balance at December 31, 2018
Adjustments on initial application of IFRS 16

Balance at January 1, 2019 (restated)
Additions
Reclassification
Loss on changes in the fair value of investment
properties

Balance at December 31, 2019
Land
Buildings and
Facilities
$ 5,670,238 $ 3,067,978
-
(90,621 )

84,608

(41,563)

5,754,846
2,935,794

-

-

5,754,846
2,935,794
-
45
-
-

(34,068)

(69,685)

$ 5,720,778
$ 2,866,154
Investment
Properties
under
Construction
$ -

-

-


-

-


-

7,970

2,154

-

$ 10,124
Right-of-use
Assets
$ -

-

-


-

537,429


537,429

-

-

(47,844)

$ 489,585
Total
$ 8,738,216

(90,621 )

43,045


8,690,640

537,429

9,228,069

8,015

2,154

(151,597)
$ 9,086,641

The investment properties located in the Hualien area were affected by the earthquake which occurred on February 6, 2018, which caused significant damage to the investment properties. The Group demolished the building in March 2018 and recognized loss on disposal of investment properties of $90,621 thousand in 2018.

Right-of-use assets included in investment properties which are units of office spaces located in Taoyuan and subleased under operating leases to others.

Some of the Group’s investment properties were leased out for 1 to 20 years. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

Except for the minimum lease payments, some of the lease contracts also indicate that the lessees should make variable payments which shall be determined at the Consumer Price Index.

103-29

The maturity analysis of lease payments receivable under operating leases of investment properties at December 31, 2019 is as follows:

December 31, December 31,
2019
Year 1 $ 764,587
Year 2 698,985
Year 3 638,463
Year 4 494,165
Year 5 487,403
Year 6 onwards 4,359,943
$ 7,443,546

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

December 31, December 31,
2018
Not later than 1 year $ 825,529
Later than 1 year and not later than 5 years 2,269,991
Later than 5 years 3,468,739
$ 6,564,259

The fair values of the investment properties as of December 31, 2019 and 2018 were based on the valuations carried out at those dates, on a recurring basis by independent qualified professional valuers, Hong-Kai Chang, Yi-Chih Chang, Yu-Fen Yeh and Kuang-Ping Tai from Savills Real Estate Appraiser Office, a member of certified ROC real estate appraisers.

Except for undeveloped lands, the fair values of investment properties were measured using the income approach and the significant assumptions used are the increase in the estimated future net cash inflows, or the decrease in discount rates that would result in increases in the fair values.

Expected future cash inflows

Expected future cash outflows

Expected future cash inflows, net

Discount rate
December 31
2019
2018
$ 21,454,628 $ 21,577,513

3,020,664

2,895,472
$ 18,433,964
$ 18,682,041
3.845%-4.345% 3.845%-4.345%

The market rentals in the area where the investment properties are located were between $1 thousand and $2 thousand per ping (i.e., per 3.3 square meters). The market rentals for comparable properties were between $1 thousand and $4 thousand per ping (i.e., per 3.3 square meters).

The expected future cash inflows generated by investment properties referred to rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the existing lease contracts of the Group and comparative market rentals covering 5-11 years, taking into account the annual rental growth rate. The interest income on rental deposits was extrapolated by the one-year average deposit interest rate, and the disposal value was determined by the direct capitalization method under the income approach. The expected future cash outflows on investment properties included expenditures such as

103-30

property taxes, insurance premiums, management fees, maintenance costs and replacement allowances. These expenditures were extrapolated on the basis of the current level of expenditures, taking into account the future adjustments to the government-announced land value, the tax rate promulgated under the Construction Cost Index and the House Tax Act and construction costs.

The discount rate was determined with reference to the interest rate for two-year time deposits of Chunghwa Post Co., Ltd. plus 0.75% and the risk premium of investment properties of 2%-2.5%.

Part of the land owned by the Group, where is located in the east of Taiwan, was not developed yet. The fair value of the undeveloped land area was measured by the land development analysis approach. The increase in the estimated total sales price, the increase in the rate of return, or the decrease in the overall capital interest rate would result in increase in the fair value. The significant assumptions used are as follows:

Estimated total sales price

Rate of return
Overall capital interest rate
December 31 December 31
2019
$ 1,511,974

18%-20%
1.56%-3.08%
2018
$ 1,965,503
16%-20%
1.49%-3.90%

The total sales price is estimated on the basis of the most effective use of land or property available for sale after development is completed, taking into account the related regulations, optimism of domestic macroeconomic prospects, local land use, and comparable market prices.

Refer to Note 33 for the information on the carrying amounts of investment properties pledged as collateral for borrowings.

17. INTANGIBLE ASSETS

Cost
Balance at January 1, 2018

Additions
Disposals
Reclassification
Effect of exchange differences

Balance at December 31, 2018
Goodwill
$ 7,631,973
-
-
-

-

$ 7,631,973
Computer
Software
$ 373,329

34,784

(210)

8,105

(1,130)

$ 414,878
Franchise
$ -

28,942

-

-

-

$ 28,942
Total
$ 8,005,302

63,726

(210)

8,105

(1,130)
$ 8,075,793
(Continued)

103-31

Accumulated amortization and
impairment
Balance at January 1, 2018

Impairment losses recognized

Amortization expenses
Disposals
Effect of exchange differences

Balance at December 31, 2018

Carrying amounts at December 31,
2018

Cost
Balance at January 1, 2019

Additions
Disposals
Reclassification
Effect of exchange differences

Balance at December 31, 2019

Accumulated amortization and
impairment
Balance at January 1, 2019

Impairment losses recognized

Amortization expenses
Disposals
Effect of exchange differences

Balance at December 31, 2019

Carrying amounts at December 31,
2019
Goodwill
$ (2,699,191)
(1,630,000)
-
-

-

$ (4,329,191)

$ 3,302,782

$ 7,631,973
-
-
-

-

$ 7,631,973

$ (4,329,191)
(1,095,884)
-
-

-

$ (5,425,075)

$ 2,206,898
Computer
Software
$ (246,595)

-

(51,903)

210

944

$ (297,344)

$ 117,534

$ 414,878

48,516

(42,047)

12,919

(2,246)

$ 432,020

$ (297,344)

-

(60,149)

40,473

2,085

$ (314,935)

$ 117,085
Franchise
$ -

-

-

-

-

$ -

$ 28,942

$ 28,942

124,890

-

-

-

$ 153,832

$ -

-

-

-

-

$ -

$ 153,832
Total
$ (2,945,786)
(1,630,000)

(51,903)

210

944
$ (4,626,535)
$ 3,449,258
$ 8,075,793

173,406

(42,047)

12,919

(2,246)
$ 8,217,825
$ (4,626,535)
(1,095,884)

(60,149)

40,473

2,085
$ (5,740,010)
$ 2,477,815
(Concluded)

Goodwill arising on mergers or the acquisition of majority interests in companies is the acquisition cost in excess of the fair value of the identifiable net assets acquired.

The recoverable amount of this cash-generating unit was determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by management, a discount rate of 11.8% and 11.3% per annum and the Group reviews the carrying amount of goodwill by comparing its recoverable amount with its carrying amount to determine whether there is any indication that those assets have suffered an impairment loss. The impairment of goodwill which was related to the operation in mainland China amounted to $1,095,884 thousand and $1,630,000 thousand for the years ended December 31, 2019 and 2018, respectively.

103-32

Cash flows of the financial forecast is prepared and based on estimates of annual revenues, gross profit, capital expenditures and other operating costs. Management believed that any reasonably possible change in the key assumptions on which the recoverable amount was based would not cause the aggregate carrying amount of the cash-generating unit to exceed its aggregate recoverable amount.

The following intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Computer software 1-10 years Franchise 45 years

18. PREPAYMENTS FOR LEASES

SOGO - BR4 (a)

FEDS - Xinyi Division A13 - land use right (b)
FEDS Asia Pacific Development - Kaohsiung land use right (c)
Dalian Pacific Department Store Co., Ltd. (d)
Far Eastern Ai Mai Co., Ltd. - Hsinchu (e)
Shanghai Pacific Department Stores - land use right (f)
Chubei New Century Shopping Mall Co., Ltd. - land use right (g)


Current (recognized in prepayments)

Non-current

December 31 December 31





2019
$ -

-
-
-
-
-
1,060,658

$ 1,060,658

$ -

1,060,658

$ 1,060,658
2018
$ 4,922,241
2,173,763
622,971
157,076
92,934
76,842

14,335
$ 8,060,162
$ 355,698

7,704,464
$ 8,060,162
  • a. In January 2007, SOGO constructed a building within the Zhongxiao-Fuxing Station (BR4) of the Muzha line of the Taipei Rapid Transit System under a lease agreement with the Department of Rapid Transit Systems (DRTS), the Department of Finance under the Taipei City Government (TCG) and Hong-Tong Comprehensive Commercial Developing Co., Ltd. (HTCCD) SOGO renewed and signed a new lease agreement before the due date in June 2016. The new lease term is 9 years and 6 months, and the monthly rental for the first year is $20,263 thousand. From the second year onward, the rental will be adjusted in accordance to the conditions formulated in the new lease agreement.

SOGO paid deposits of $23,637 thousand to the DRTS under the TCG and $38,278 thousand to the Department of Finance under the TCG. SOGO also paid operating deposits of $182,324 thousand to the DRTS under the TCG. SOGO’s total refundable deposits were $244,239 thousand as of December 31, 2019.

In addition, SOGO made other prepayments under development leasehold rights - HTCCD to obtain the right to lease the building housing SOGO’s Branch BR4. In December 2006, SOGO entered into a lease agreement with HTCCD. Under this agreement, when the amount paid by SOGO exceeds the rental payable, the premium will be deemed as prepaid rental to be deducted from future rental expenses.

103-33

  • b. In September 2003, FEDS acquired the land use rights for No. A13 in Xinyi District of Taipei City, which is owned by the TCG. The total amount of the land use rights was $3,196,888 thousand, and FEDS completed the registration of its acquisition of the land use rights in October 2003. Under the contract, FEDS has the right to use the land for 50 years starting from the completion of the land use rights’ registration. The initial monthly rental is $3,771 thousand, to be adjusted annually in accordance with the assessed and publicly announced land value on the contract date. The construction had been completed and transferred to right-of-use assets in 2019.

  • c. On January 1, 1998, FEDS Asia Pacific Development signed a contract with Asia Cement Corporation (ACC) for the construction of the Kaohsiung Asian Business and Finance Building on the land provided by ACC. Under this contract, FEDS Asia Pacific Development will own the leasehold rights for 50 years starting from the date of the contract and should pay ACC $1,073,000 thousand as the premium for the land use rights. The land use rights are amortized during the land use period. Annual land rental is payable in November of each year for 50 years at 5% of the assessed and publicly announced land value.

The construction was completed in October 2001, and the building was rented out to FEDS and Vieshow Cinemas Co. The construction cost is amortized over the building occupancy period from October 2001 to December 2047.

  • d. Owing to the change of business operations of Dalian Pacific Department Store Co., Ltd. (DPDS), DPDS entered into a lease agreement with Dalian Parkland Co., Ltd. and prepaid RMB60,000 thousand to Dalian Parkland Co., Ltd. as rental. The amount of the rental is amortized over the lease term period.

  • e. In November 2001, under an agreement, AIMAI will lease a hypermarket from Hsinchu Chemical Industrial Co., Ltd. (HCCI). HCCI will provide the land and build the hypermarket. The related construction expenses will be paid by HCCI and AIMAI at the respective ratio of 1:2. The payment (including the previous development expenses) by AIMAI will be regarded as prepaid rental and amortized over the rental period upon the remaining lease term beginning from the opening day (19 years and 3 months). The Hsinchu branch of AIMAI opened in October 2003.

  • f. Shanghai Pacific Department Store obtained land use rights which are amortized over 30 years on the basis of the straight-line method.

  • g. On July 8, 2015, Chubei New Century Shopping Mall Co., Ltd. (CBNC) signed a build-operate-transfer (BOT) investment contract with the Hsinchu County Government. The total royalty of this investment contract was $10,000 thousand, and the registration of the acquisition of the land use rights was completed in September 2015. Under the contract, CBNC has the right to use the land for 50 years (including the construction and operation period) from the date that this agreement was signed by both parties. The respective period’s rental amount for the land is based on 1% of the land owners’ reported value in the construction period and 3% of the land owners’ reported value in the operation period. The rental amount will be adjusted in accordance with the assessed and publicly announced land value.

19. OTHER ASSETS

Refundable deposits

Lease incentives
Others

December 31 December 31


2019
$ 1,347,547

339,350
368,058

$ 2,054,955
2018
$ 1,422,924
186,409

154,486
$ 1,763,819
(Continued)

103-34

Current Non-current

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


2019
$ 110,095

1,944,860

$ 2,054,955
2018
$ 85,798

1,678,021
$ 1,763,819
(Concluded)

20. BORROWINGS

a. Short-term borrowings

Credit loans

Secured loans (Note 33)


Interest rate intervals are as follows:
Credit loans
Secured loans
**December 31 ** **December 31 **


2019
$ 8,814,863

816,033

$ 9,630,896

0.9000%-
4.5675%
0.9200%-
4.1325%
2018
$ 12,047,612

910,000
$ 12,957,612
0.890%-
6.491%
0.920%-
1.230%
  • b. Short-term bills payable
Commercial papers

Less: Unamortized discount on short-term bills payable

December 31 December 31


2019
$ 3,624,000

1,007

$ 3,622,993
2018
$ 3,482,000

1,635
$ 3,480,365

Outstanding short-term bills payable are as follows:

December 31, 2019

Promissory Institutions
Commercial papers
Mega Bills Finance

China Bills Finance
Shanghai Bank
Grand Finance
International Bills Finance
Taiwan Bills Finance
Ta Ching Bill Finance
Taiwan Cooperative Bills
Finance

Nominal
Amount
$ 924,000
850,000
500,000
400,000
350,000
200,000
200,000

200,000

$ 3,624,000
Discount
Amount
$ 203

94

251

119

223

5

38

74

$ 1,007
Carrying
Amount
Interest Rate
Collateral
$ 923,797
0.730%-1.070%
Shares


849,906
0.500%-1.070%
Shares

499,749
0.482%
-

399,881
0.900%-1.068%
-

349,777
0.700%-1.078%
Shares

199,995
0.700%
-

199,962
0.740%-1.060%
-

199,926
0.830%
-

$ 3,622,993
Carrying
Amount of
Collateral
$ 678,380
119,875
-
-
129,465
-
-

-
$ 927,720

103-35

December 31, 2018

Promissory Institutions
Commercial papers
Mega Bills Finance

China Bills Finance
Shanghai Bank
International Bills Finance
Grand Finance
Taiwan Cooperative Bills
Finance
Taiwan Bills Finance
Ta Ching Bill Finance

Nominal
Amount
$ 1,083,000
925,000
500,000
274,000
200,000
200,000
150,000

150,000

$ 3,482,000
Discount
Amount
$ 374

522

391

64

17

94

68

105

$ 1,635
Carrying
Amount
Interest Rate
Collateral
$ 1,082,626
0.770%-1.078%
Shares


924,478
0.490%-1.228%
Shares

499,609
0.600%
-

273,936
0.680%-1.078%
Shares

199,983
0.880%
-

199,906
0.860%
-

149,932
0.750%
-

149,895
0.910%
-

$ 3,480,365
Carrying
Amount of
Collateral
$ 662,952
84,875
-
91,665
-
-
-

-
$ 839,492

c. Long-term borrowings

Secured loans

Credit loans
Revolving commercial papers

Less: Current portion

December 31 December 31



2019
$ 10,100,000
6,240,000

1,199,757

17,539,757

2,540,000

$ 14,999,757
2018
$ 10,200,000

4,890,000

-

15,090,000

-
$ 15,090,000

Loan expiry date and interest rate intervals are as follows:

loan maturity

Interest rate intervals
December 31
2019
2018
2021/1-2022/12 2020/3-2021/12
0.399%-1.720% 0.900%-1.720%

21. OTHER LIABILITIES

Other payables
Payables for purchases of equipment

Payables for salaries and bonuses
Payables for rent
Lease incentives
Others

December 31 December 31


2019
$ 1,151,893

818,122
36,445
-
1,965,200

$ 3,971,660
2018
$ 363,938
780,040
203,072
970,529

2,263,860
$ 4,581,439
(Continued)

103-36

Other liabilities
Deposits received

Others


Current
Other payables

Other liabilities

Non-current
Other liabilities
**December 31 ** **December 31 **





2019
$ 429,928

343,207

$ 773,135

$ 3,971,660

$ 315,976

$ 457,159
2018
$ 466,168

348,348
$ 814,516
$ 3,687,578
$ 320,947
$ 1,387,430
(Concluded)

22. PROVISIONS

Dismantling obligation
Current
Non-current
Balance at January 1, 2019
Amount used
Unwinding of discount
Balance at December 31, 2019
December 31



2019
2018
$ 27,823
$ 31,501
$ 3,000
$ 6,592

24,823

24,909
$ 27,823
$ 31,501
Dismantling
Obligation
$ 31,501
(4,307)

629
$ 27,823

23. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plans

The Group in ROC of the Group adopted a pension plan under the Labor Pension Act (LPA ), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in mainland China are members of a state-managed retirement benefit plan operated by the local government of mainland China. The Group in mainland China are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

103-37

b. Defined benefit plans

The defined benefit plan adopted by Yu Ming Advertising Agency Co., Ltd. (YMAC ), Far Eastern Hon Li Do Co., Ltd. (FEHLD ), FEDS, AIMAI, Ya Tung Department Stores, Ltd. (YTDS ) and SOGO of the Group in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company and aforementioned subsidiaries contribute amounts equal to 2%-6% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau” ); the Group has no right to influence the investment policy and strategy.

The pension costs of YMAC respectively amounted to $12 and $13 thousand in 2019 and 2018, and the accrued pension liabilities on December 31, 2019 and 2018 were both $486 thousand.

FEHLD terminated sales on July 1, 2000. Thus, the employees of FEHLD became the employees of AIMAI. The length of services of the employees at FEHLD is carried forward to accumulate and calculate the defined benefit plans at AIMAI. If the employees retire, the calculation of pension costs would be based on the length of service at FEHLD. The accrued pension liabilities on December 31, 2019 and 2018 amounted to $479 and $778 thousand, respectively. These accrued pension liabilities were provisions for the aforementioned pension.

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


December 31, 2019
Present value of defined benefit
obligation

Fair value of the plan assets

Net defined benefit (assets)
liabilities


December 31, 2018
Present value of defined benefit
obligation

Fair value of the plan assets

Net defined benefit liabilities
FEDS

$ 690,534

(924,569)

$ (234,035)


$ 667,816

(578,815)

$ 89,001
AIMAI

$ 263,309


(29,769)

$ 233,540


$ 267,662


(29,626)

$ 238,036
YTDS

$ 11,215


(10,105)

$ 1,110


$ 11,337


(9,517)

$ 1,820
SOGO
$ 664,251
(161,435)
$ 502,816
$ 636,263
(157,904)
$ 478,359

103-38

Movements in net defined benefit liabilities are as follows:

Balance at January 1, 2018

Service cost
Current service cost
Net interest expense (income)

Recognized in profit or loss

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial loss
- changes in demographic assumptions
- changes in financial assumptions
- experience adjustments

Recognized in other comprehensive
income

Contributions from the employer
Benefits paid

Balance at December 31, 2018
Service cost
Current service cost
Net interest expense (income)

Recognized in profit or loss

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial loss
- changes in demographic assumptions
- changes in financial assumptions
- experience adjustments

Recognized in other comprehensive
income

Contributions from the employer
Benefits paid
Company account paid

Balance at December 31, 2019

Balance at January 1, 2018

Service cost
Current service cost
Net interest expense (income)

Recognized in profit or loss

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial loss
- changes in demographic assumptions
- changes in financial assumptions
- experience adjustments

Recognized in other comprehensive
income

Contributions from the employer
Benefits paid
Company account paid

Balance at December 31, 2018
Service cost
Current service cost
Net interest expense (income)

Recognized in profit or loss

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial loss
- changes in demographic assumptions
- changes in financial assumptions
- experience adjustments

Recognized in other comprehensive
income

Contributions from the employer
Benefits paid
Company account paid

Balance at December 31, 2019
FEDS Net Defined
enefit (Assets
) Liabilities
$ 237,508

7,088

2,930


10,018

(43,357 )
6,684
8,750

33,482


5,559

(164,084 )

-

89,001
5,581

969


6,550

(332,601 )
10,011
25,992

8,496

(288,102)

(41,449 )
-

(35)

$ (234,035)

Net Defined
Benefit
Liabilities
$ 2,171

90

24


114

(264 )
-
135

(107)


(236)

(146 )
-

(83)

1,820
90

18


108

(334 )
1
243

488


398

(158 )
-

(1,058)

$ 1,110
AIMAI
P
o













resent Value
f the Defined
Benefit
Obligation
F
th
$ 742,897

7,088

9,286


16,374

-

6,684
8,750

33,482


48,916

-

(140,371)

667,816

5,581

7,513


13,094

-


10,011
25,992

8,496


44,499

-
(34,840 )

(35)

$ 690,534
air Value of
e Plan Assets

B

$ (505,389)

-

(6,356)


(6,356)

(43,357 )
-
-

-


(43,357)

(164,084 )


140,371

(578,815 )
-

(6,544)


(6,544)

(332,601 )

-
-

-

(332,601)

(41,449 )
34,840

-

$ (924,569)

YTDS
P
o











resent Value
f the Defined
Benefit
Obligation
F
th
$ 258,508

1,740

2,908


4,648

-
16,205
-

9,176


25,381

-

(20,875)

267,662
1,527

3,011


4,538

-
4,567
10,766

6,800


22,133

-
(28,744 )

(2,280)

$ 263,309
air Value of
e Plan Assets

$ (22,105)

-

(276)


(276)

(768 )
-
-

-


(768)

(27,352 )

20,875

(29,626 )
-

(360)


(360)

(1,036 )
-
-

-


(1,036)

(27,491 )
28,744

-

$ (29,769)

SOGO
Net Defined
Benefit
Liabilities
$ 236,403
1,740

2,632

4,372
(768 )
16,205
-

9,176

24,613
(27,352 )

-
238,036
1,527

2,651

4,178
(1,036 )
4,567
10,766

6,800

21,097
(27,491 )
-

(2,280)
$ 233,540
P
o













resent Value
f the Defined
Benefit
Obligation
F
th
$ 11,176

90

126


216

-

-
135

(107)


28

-
-

(83)

11,337
90

114


204

-

1
243

488


732

-
-

(1,058)

$ 11,215
air Value of
e Plan Assets

$ (9,005)

-

(102)


(102)

(264 )
-
-

-


(264)

(146 )
-

-

(9,517 )
-

(96)


(96)

(334 )
-
-

-


(334)

(158 )
-

-

$ (10,105)
P
o











resent Value
f the Defined
Benefit
Obligation
F
th
$ 641,256

4,498

8,015


12,513

-
16,185
9,084

1,969


27,238

-
(44,744 )

-

636,263

3,618

7,159


10,777

-
4,221
28,266

8,956


41,443

-
(24,232 )

-

$ 664,251
air Value of
e Plan Assets

$ (172,819)

-

(2,298)


(2,298)

(6,846 )
-
-

-


(6,846)

(20,685 )
44,744

-

(157,904 )

(1,893)


(1,893)

(5,738 )
-
-

-


(5,738)

(20,132 )
24,232

-

$ (161,435)
Net Defined
Benefit
Liabilities
$ 468,437
4,498

5,717

10,215
(6,846 )
16,185
9,084

1,969

20,392
(20,685 )
-

-
478,359
3,618

5,266

8,884
(5,738 )
4,221
28,266

8,956

35,705
(20,132 )
-

-
$ 502,816

103-39

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

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

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

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

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

FEDS AIMAI YTDS SOGO
December 31, 2019
Discount rates 0.750% 0.750% 0.750% 0.750%
Expected rates of salary increase 2.000% 1.000% 2.000% 2.250%
December 31, 2018
Discount rates 1.125% 1.125% 1.000% 1.125%
Expected rates of salary increase 2.000% 1.000% 2.000% 2.250%

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

December 31, 2019
Discount rate(s)
0.25% increase

0.25% decrease

Expected rate(s) of salary increase
0.25% increase

0.25% decrease
FEDS
$ (17,601)

$ 18,275

$ 17,730

$ (17,168)
AIMAI
$ (7,310)

$ 7,611

$ 7,451

$ (7,192)
YTDS
$ (243)

$ 252

$ 245

$ (237)
SOGO
$ (19,059)
$ 19,838
$ 19,201
$ (18,549)
(Continued)

103-40

December 31, 2018
Discount rate(s)
0.25% increase

0.25% decrease

Expected rate(s) of salary increase
0.25% increase

0.25% decrease
FEDS
$ (17,528)

$ 18,207

$ 17,728

$ (17,156)
AIMAI
$ (7,501)

$ 7,812

$ 7,675

$ (7,406)
YTDS
$ (267)

$ 277

$ 270

$ (261)
SOGO
$ (18,730)
$ 19,512
$ 18,956
$ (18,294)
(Concluded)

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

December 31, 2019
The expected contributions to the
plans for the next year

The average duration of the defined
benefit obligation
December 31, 2018
The expected contributions to the
plans for the next year

The average duration of the defined
benefit obligation
FEDS
$ 5,417

10.4 years
$ 5,680

10.7 years
AIMAI
$ 4,422

11.2 years
$ 4,648

11.3 years
YTDS
$ 144

8.7 years
$ 144

9.4 years
SOGO
$ 20,115
11.6 years
$ 20,746
12 years

24. EQUITY

a. Share capital

Ordinary shares

Shares authorized (in thousands of shares)

Shares authorized

Shares issued and fully paid (in thousands of shares)

Shares issued
December 31 December 31



2019

1,750,000

$ 17,500,000


1,416,941

$ 14,169,406
2018

1,750,000
$ 17,500,000

1,416,941
$ 14,169,406

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

103-41

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note)
Issuance in excess of ordinary shares

Treasury share transactions
Changes in percentage of ownership interest in associates

December 31 December 31


2019
$ 2,142,074

1,173,346
12,046

$ 3,327,466
2018
$ 2,142,074
1,173,346

-
$ 3,315,420

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

c. Retained earnings and dividend policy

According to the Company’s Articles of Incorporation, net income should be used to pay its business income tax and offset deficits. From any remaining net income, 10% will be appropriated as a legal reserve, and a special reserve as required by government regulations. After adding prior years’ unappropriated earnings, the Company could retain a certain amount for expansion plans and then make the appropriation equally to each shareholder. However, if there is an increase in capital during the year, bonuses appropriated to new shareholders should be allocated based on the resolution passed in the shareholders’ meeting. For information about the policies of employees’ compensation and remuneration of directors prior to and after the amendments to the Company’s Articles of Incorporation, refer to Note 26.

The Company’s distribution of dividends would be in consideration of on economic conditions, tax obligations, and operating requirements for cash. For an orderly system of dividend distribution, the dividends are distributed in accordance with the Articles of Incorporation. In addition, improvements of the financial structure and support for investment, capacity expansion or other major capital expenditures are needed. The cash dividends to be distributed should not be below 50% than the current year's post-tax net profit deduction, offsetting losses of previous years, the statutory surplus reserve and the special surplus reserve, except for the improvement of financial structure and the transfer of funds, capacity expansion or other major capital expenditures. The cash dividends to be distributed should not be below 10% of the total cash and share dividends for the current accounting year.

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

Under Order No. 1010012865, Order No. 1010047490 and Order No. 1030006415 issued by the FSC and the directive titled Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs, the Company should appropriate or reverse to a special reserve.

103-42

The appropriations of earnings for 2018 and 2017, which were approved in the shareholders’ meetings on June 25, 2019 and June 21, 2018, respectively, are as follows:


Legal reserve

Special reserve

Cash dividends

Dividends per share (NT$)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 131,815

$ 73,330

$ 1,204,400

$ 0.85
2017
$ 153,599
$ 12,543
$ 1,416,940
$ 1.00

The appropriation of the earnings for 2019 was proposed by the board of directors on March 27, 2020. The appropriations and dividends per share are as follows:

For the Year For the Year
Ended
December 31,
2019
Legal reserve $ 125,920
Special reserve $ (156,088)
Cash dividends $ 1,133,552
Dividends per share (NT$) $ 0.80

The appropriation of earnings for 2019 was resolved in the shareholders’ meeting held on June 24, 2020.

d. Special reserve


Beginning at January 1

Appropriation in respect of
Initial application of IFRS 16
Net increases in the fair value of investment properties

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


2019
$ 2,656,286

135,735
73,330

$ 2,865,351
2018
$ 2,643,743
-

12,543
$ 2,656,286

On the initial application of the fair value model to investment properties and on the initial application of IFRS 16, property leasehold interests which were previously accounted for as operating leases under IAS 17 are recognized as investment properties and measured at fair value, the Company appropriated for a special reserve at an amount equal to the net increase arising from fair value measurement and which was subsequently transferred to retained earnings. The additional special reserve should be appropriated for subsequent net increases in fair value. The amount appropriated may be reversed to the extent that the cumulative net increases in fair value decrease or on the disposal of investment properties. If investment properties were reclassified to property, plant and equipment, the associated special reserve would be reversed in accordance to the subsequent depreciation expense of property, plant and equipment.

103-43

e. Other equity items

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

Balance at January 1
Exchange differences on translating the financial statements
of foreign operations
Share from associates accounted for using the equity method
Balance, at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2019
$ 90,654

35,266
(60,595)

$ 65,325
2018
$ 86,048
3,779

827
$ 90,654

Translation adjustments arising from net assets of foreign operations that translated from the functional currency to New Taiwan dollars were recognized as other comprehensive incomes of exchange differences on translating foreign operations.

  • 2) Unrealized gain (loss) on financial assets at FVTOCI

Balance at January 1

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

Other comprehensive income recognized for the year
Cumulative unrealized loss of equity instruments
transferred to retained earnings due to disposal

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



2019
$ 1,969,628

1,117,155
(27,909)

3,058,874
-

$ 3,058,874
2018
$ 1,242,300
536,660

194,860
1,973,820

(4,192)
$ 1,969,628
  • f. Non-controlling interests

Balance at January 1

Adjustments on initial application of IFRS 16

Balance at January 1 (restated)
Share in profit for the year
Other comprehensive income/(loss) during the year
Cash dividends distributed by subsidiaries
Exchange differences on translating the financial statements of
foreign operations
Unrealized gain (loss) on financial assets at FVTOCI
Remeasurement of defined benefit plans
Related income tax
Share of other comprehensive income of associates accounted
for using the equity method
Adjustments relating to changes of associates accounted for
using the equity method

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



2019
$ 8,166,484

(159,751)

8,006,733
370,426
(239,203)
18,312
1,409
(19,543)
3,909
(28,642)
-

$ 8,113,401
2018
$ 7,859,460

-
7,859,460
332,345

(220,697)
(18,341)
(2,461)

(11,161)
5,566

222,398

(625)
$ 8,166,484

103-44

g. Treasury shares

The shares that the subsidiaries held were acquired before the Company Act was amended in 2001. The Company’s shares held by its subsidiaries at the end of the reporting period are as follows:

December 31, 2019

Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
Bai Ding Investment
8,207

December 31, 2018
Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
Bai Ding Investment
8,207
Carrying
Amount
Market Price
$ 97,110
$ 213,771
Carrying
Amount
Market Price
$ 97,110
$ 128,837

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuances for cash and to vote.

25. REVENUE


Sales of goods (Note)

Commissions from concessionaires’ sales (Note)
Maintenance and promotion fee income
Rental income
Investment properties (Note 16)
Variable lease payments that do not depend on an index or a
rate and contingent rentals
Other lease payments


Other operating leases
Variable lease payments that do not depend on an index or a
rate
Other lease payments



Others

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







2019
$ 22,794,827
11,803,340
803,134
13,264

262,704


275,968

136,898

1,243,937


1,380,835


1,656,803


837,958

$ 37,896,062
2018
$ 23,704,953

12,250,426

890,598

5,649

166,405

172,054

160,667

1,251,802

1,412,469

1,584,523

812,051
$ 39,242,551

Note: Gross revenues is presented as follows:

103-45


Concessionaires’ sales

Sale of goods

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


2019
$ 87,142,195
23,264,348

$ 110,406,543
2018
$ 88,049,625
24,198,695
$ 112,248,320

Contract Balances

December 31, December 31,
2019 2018 January 1, 2018
Contract liabilities - current
Sale of goods $ 7,669,255
$ 7,435,814 $ 7,063,082
Customer loyalty programs
95,772
84,802 83,761
Others
5,801

4,852

393,337

$ 7,770,828
$ 7,525,468 $ 7,540,180

Refer to Note 10 for the information of notes receivables and trade receivables.

The changes in the balance of contract liabilities primarily result from the timing difference between the Group’s performance and the respective customer’s payment.

Revenue of the reporting period recognized from the beginning contract liabilities which were satisfied in the previous periods is as follows:


From contract liabilities at the start of the year
Sale of goods

Customer loyalty programs

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


2019
$ 5,836,924

49,954

$ 5,886,878
2018
$ 5,612,648

59,426
$ 5,672,074

26. NET PROFIT FOR THE YEAR

Net profit for the year includes the following items:

  • a. Operating costs

Operating costs
Cost of sales

Rental costs
Others

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


2019
$ 17,900,994
316,826

35,629

$ 18,253,449
2018
$ 18,697,764

355,092

38,728
$ 19,091,584

103-46

b. Other income


Interest income
Bank deposits

Others

Dividend income
Insurance claim income

For the Year Ended For the Year Ended December 31



2019
$ 82,585

7,864

90,449
286,299
-

$ 376,748
2018
$ 120,525

7,599
128,124
152,720

250,005
$ 530,849
  • c. Other gains and losses

Financial assets mandatorily classified as at FVTPL

(Loss) gain arising on changes in fair value of investment
properties, net
Foreign exchange gain (loss), net
Loss on disposal of property, plant and equipment, net
Loss on disposal of investment properties
Gain on disposal of investment
Impairment loss on intangible assets

Impairment loss on property, plant and equipment
Other gains
Other losses


Finance costs

Interest on lease liabilities

Interest on bank loans
Interest on bonds
Other interest expense

Total interest expenses for financial liabilities measured at fair
value through profit or loss
Less: Amounts included in the cost of qualifying assets

Add: Reversal of unwinding of discounts on provisions

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 691
$ 10,443
(151,597)
43,045
16,046
(169,753)
(84,473)
(26,487)
-
(90,621)
291
-
(1,095,884) (1,630,000)
-
(38,047)
330,879
207,019

(51,150)

(48,778)
$ (1,035,197)
$ (1,743,179)
For the Year Ended December 31




2019
$ 477,029

412,677
-
19,475

909,181
(74,481)

834,700
629

$ 835,329
2018
$ -
442,384
19,351

33,994
495,729

(58,702)
437,027

253
$ 437,280

d. Finance costs

103-47

Information about capitalized interest is as follows:


Capitalized interest amount
Capitalization rate interval
e. Depreciation and amortization

Property, plant and equipment

Right-of-use assets
Less: Adjustments to receipts in advance and depreciation

Intangible assets (including amortization expenses)


An analysis of deprecation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses

f. Operating expenses directly related to investment properties

Direct operating expenses from investment properties generating
rental income

Direct operating expenses from investment properties not
generating rental income

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 74,481
$ 58,702
0.9800%-
1.0200%
0.9800%-
1.0500%
For the Year Ended December 31
2019
2018
$ 2,030,727
$ 2,497,206
3,664,358
-

(139,890)

(141,887)
5,555,195
2,355,319

60,149

51,903
$ 5,615,344
$ 2,407,222
$ 225,668
$ 94,443

5,329,527

2,260,876
$ 5,555,195
$ 2,355,319
$ 60,149
$ 51,903
For the Year Ended December 31


2019
$ 65,378

41,426

$ 106,804
2018
$ 82,239

56,286
$ 138,525

103-48

g. Employee benefits expenses


Post-employment benefits (Note 23)
Defined contribution plan

Defined benefit plan

Other employee benefits

Total employee benefits expenses

An analysis of employee benefits expenses by function
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2019
$ 179,323

19,732

199,055
4,156,707

$ 4,355,762

$ 4,355,762
2018
$ 187,241

24,732
211,973

4,187,287
$ 4,399,260
$ 4,399,260

h. Employees’ compensation and remuneration of directors

According to the Company’s Articles, the Company accrued employees’ compensation and remuneration of directors at a rate of 2% to 3.5% and no less than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018, which were approved by the Company’s board of directors on March 27, 2020 and March 20, 2019, respectively, are as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2019
2018
3.2%
3.2%
2.4%
2.4%

Employees’ compensation
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2019
Cash
$ 74,392
55,794
2018
Cash
$ 55,384
41,538

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

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

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

103-49

27. INCOME TAX

  • a. Income tax recognized in profit or loss

Major components of income tax expense (benefit) are as follows:

For the Year Ended December 31
2019
2018
Current tax
In respect of the current year
$ 769,421
$ 728,346
Income tax on unappropriated earnings
442
-
Adjustments for the prior years

(38,818)

(241)

731,045

728,105
Deferred tax
In respect of the current year
195,609
35,200
Effect of tax rate changes
-
85,957
Adjustments to deferred tax attributable to changes in tax rates
and laws
25,570
48,101
Adjustments for the prior years

(1,555)

1,257

219,624

170,515
Income tax expense recognized in profit or loss
$ 950,669
$ 898,620
A reconciliation of accounting profit and income tax expenses are as follows:
For the Year Ended December 31
2019
2018
Profit before income tax from continuing operations
$ 3,102,938
$ 2,549,115
Income tax expense calculated at the statutory rate
$ 883,130
$ 690,816
Nondeductible expenses in determining taxable income
17,516
21,312
Deferred tax effect of earnings of subsidiaries
40,032
(230,173)
Tax-exempt income
(73,524)
(53,307)
Income tax on unappropriated earnings
442
-
Land value increment tax
(9,238)
(23,303)
Unrecognized loss carryforwards
138,127
383,187
Unrecognized deductible temporary differences
(12,783)
7,595
Effect of tax rate changes
-
85,957
Adjustments for prior years’ income tax
(40,373)
1,016
Others

7,340

15,520
Income tax expense recognized in profit or loss
$ 950,669
$ 898,620
**For the Year Ended ** **For the Year Ended ** **For the Year Ended ** December 31
2018
$ 728,346
-

(241)

728,105
35,200
85,957
48,101

1,257

170,515
$ 898,620
December 31



2019
$ 3,102,938

$ 883,130

17,516
40,032
(73,524)
442
(9,238)
138,127
(12,783)
-
(40,373)
7,340

$ 950,669
2018
$ 2,549,115
$ 690,816
21,312
(230,173)

(53,307)
-

(23,303)
383,187

7,595
85,957

1,016

15,520
$ 898,620

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%. The applicable tax rate used by the subsidiaries in China is 25%. Tax rates used by other groups operating in other jurisdictions are based on the tax laws in those jurisdictions.

103-50

b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year
Remeasurement on defined benefit plans
Effect of tax rate changes
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ (46,260)

-
$ (46,260)
2018
$ 10,113

13,253
$ 23,366

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Benefits of tax losses to be carried back to recover taxes paid
in prior periods


Current tax liabilities
Income tax payable
December 31 December 31



2019
$ 10,291

521

$ 10,812

$ 772,780
2018
$ 3,025

2,630
$ 5,655
$ 609,796

d. Deferred tax assets and liabilities

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

For the year ended December 31, 2019

Deferred tax assets
Temporary differences
Right-of-use assets

Differences of pension in
determining taxable
income
Investments in
subsidiaries
Others

Loss carryforwards

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 197,475
$ (24,016) $ -

153,858
5,741
(19,193)
104,161
(102,550)
-

148,447

(16,448)

-

603,941
(137,273)
(19,193)

168,159

(25,225)

-

$ 772,100
$ (162,498)
$ (19,193)
Exchange
Differences Closing Balance
$ (1,009) $ 172,450

-
140,406
-
1,611

(215)

131,784

(1,224)
446,251

40

142,974
$ (1,184)
$ 589,225

103-51

Deferred tax liabilities
Temporary differences
Depreciation

Reserve for land revaluation
increment tax
Investment properties
Investments in subsidiaries
Differences of pension in
determining taxable
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
$ 914,436
$ 8,275 $ -

508,719
-
-
361,470
(9,238 )
-
230,326
15,858
-
-
19,740
27,067

99,411

22,491

-

$ 2,114,362
$ 57,126
$ 27,067
Exchange
Differences
$ -

-
-
(12,214 )
-

(2)

$ (12,216)
Others
$ -

-
-

-
-

126,615

$ 126,615
Closing
Balance
$ 922,711
508,719
352,232
233,970
46,807

248,515
$ 2,312,954

For the year ended December 31, 2018

Deferred tax assets
Temporary differences
Lease incentives

Differences of pension in
determining taxable
income
Investments in
subsidiaries
Other payables
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Depreciation

Reserve for land revaluation
increment tax
Investment properties
Investments in subsidiaries
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Exchange
Differences Closing Balance
$ 209,714
$ (11,539) $ -
$ (700) $ 197,475
153,976
(23,484)
23,366
-
153,858
16,952
87,209
-
-
104,161
41,465
(41,465)
-
-
-

142,263

6,333

-

(149)

148,447
564,370
17,054
23,366
(849)
603,941

155,208

13,386

-

(435)

168,159
$ 719,578
$ 30,440
$ 23,366
$ (1,284)
$ 772,100
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Exchange
Differences
Others
Closing
Balance
$ 823,288
$ 91,148 $ -
$ -
$ -
$ 914,436
508,719
-
-
-
-
508,719
384,773
(23,303 )
-
-
-
361,470
172,975
59,423
-
(2,072 )
-
230,326

25,725

73,687

-

(1)

-

99,411
$ 1,915,480
$ 200,955
$ -
$ (2,073)
$ -
$ 2,114,362

103-52

  • e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets were recognized in the consolidated balance sheets
Loss carryforwards
Expiry in 2029

Expiry in 2028
Expiry in 2027
Expiry in 2026
Expiry in 2025
Expiry in 2024
Expiry in 2023
Expiry in 2022
Expiry in 2021
Expiry in 2020
Expiry in 2019


Deductible temporary differences
December 31 December 31



2019
$ 518,468

1,383,262
1,990,891
1,008,932
784,762
83,290
129,329
195,449
164,662
174,022
-

$ 6,433,067

$ 1,419,548
2018
$ -
1,451,589
3,184,627
957,341
812,468
675,800
123,329
189,304
171,239
183,485

373,159
$ 8,122,341
$ 806,834
  • f. Information about unused loss carryforwards

As of December 31, 2019, information about loss carryforwards are as follows:



Remaining
Creditable
Amount
Expiry Year
$ 549,954
2029
1,669,672
2028
1,998,473
2027
1,374,561
2026
792,371
2025
83,290
2024
129,329
2023
195,449
2022
171,355
2021

183,485
2020
$ 7,147,939
  • g. Income tax assessments

Income tax returns for the Group’s entities in ROC have been assessed by the tax authorities through 2017.

103-53

28. EARNINGS PER SHARE

Unit: NT$ Per Share


Basic earnings per share
Diluted earnings per share
**For ** the Year Ended December 31 the Year Ended December 31

2019
$ 1.26

$ 1.26
2018
$ 0.94
$ 0.93

Earnings and weighted average number of ordinary shares outstanding used for the computation of earnings per share are as follows:

Net profit for the year


Profit for the year attributable to owners of the Company

Effect of potentially dilutive ordinary shares:
Employees’ compensation

Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 1,781,843

-

$ 1,781,843
2018
$ 1,318,150

-
$ 1,318,150

Shares

(In Thousands of Shares)


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

Effect of potentially dilutive ordinary shares:
Employees’ compensation

Weighted average number of ordinary shares outstanding used in the
computation of dilutive earnings per share
For the Year Ended For the Year Ended December 31


2019
1,408,734

4,031

1,412,765
2018
1,408,734

4,931
1,413,665

If the Group offered to settle the compensation or bonuses paid to employees in cash or shares, the Group assumed the entire amount of the compensation or bonus 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, if 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 their meeting in the following year.

29. CASH FLOW INFORMATION

a. Non-cash transactions

For the years ended December 31, 2019 and 2018, the Group entered into the following non-cash investing activities which were not reflected in the consolidated statements of cash flows:

The Group reclassified prepayments for equipment of $127,464 thousand and $127,640 thousand, respectively, as property, plant and equipment (see Note 14).

103-54

b. Changes in liabilities arising from financing activities

For the year ended December 31, 2019

Opening Balance
Short-term borrowings
$ 12,957,612

Short-term bills payable
3,480,365
Long-term borrowings
15,090,000
Lease liabilities (Note 3)
30,357,752
Other non-current liabilities
493,569

$ 62,379,298
Cash Flows
$ (3,175,258 )
142,628
2,449,757
(3,386,357 )

(36,410)

$ (4,005,640)
Non-cash Changes
New Leases
Change in
Exchange Rate
$ -
$ (151,458 )
-
-
-
-

2,101,626
(88,641 )

-

-

$ 2,102,626
$ (240,099)
Others
Closing Balance
$ -
$ 9,630,896
-
3,622,993
-
17,539,757

(196,858 )
28,787,522

-

457,159
$ (196,858)
$ 60,038,327



For the year ended December 31, 2018

Opening Balance
Short-term borrowings
$ 13,084,956

Short-term bills payable
2,514,700
Long-term borrowings
16,758,102
Bonds payable
998,149
Other non-current liabilities
1,588,670

$ 34,944,577
Cash Flows
$ (100,163 )
965,665
(1,668,102 )
(1,000,000 )

(26,346)

$ (1,828,946)
Non-cash Changes
Reclassification
Change in
Exchange Rate
$ -
$ (27,181 )
-
-

-
-

-
-

-

-

$ -
$ (27,181)
Others
Closing Balance
$ -
$ 12,957,612
-
3,480,365
-
15,090,000
1,851
-

(174,894)

1,387,430
$ (173,043)
$ 32,915,407





30. CAPITAL MANAGEMENT

Under its operating development schemes and related government rules, the Group manages its capital to ensure it can continue to operate as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising share capital, capital surplus, retained earnings and other equity). The Group’s capital management concerns the capital expenditures for capital structure and relative risks to ensure the optimal capital structure; the Group may adjust the amount of dividends paid to shareholders, the number of new shares issued and the proceeds from borrowings and repayments of borrowings, in order to balance the overall capital structure.

31. FINANCIAL INSTRUMENTS

  • a. Fair value information - financial instruments not measured at fair value

The financial instruments not measured at fair value are either those with due dates in the near future or those with a future collection value which approximately equals its carrying amount. Thus, the fair value of these financial instruments are estimated at their carrying amounts on the financial reporting date.

103-55

  • b. Fair value information - financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019

Financial assets at FVTPL
Beneficiary certificates

Domestic listed ordinary shares

Financial assets at FVTOCI
Domestic listed ordinary shares
Unlisted shares


December 31, 2018
Financial assets at FVTPL
Beneficiary certificates

Domestic listed ordinary shares

Financial assets at FVTOCI
Domestic listed ordinary shares
Unlisted shares

Level 1
$ 346,330

110,926

$ 457,256

$ 4,736,737

-

$ 4,736,737

Level 1
$ 344,481

93,266

$ 437,747

$ 3,631,653

-

$ 3,631,653
Level 2
$ -

-

$ -

$ -

-

$ -

Level 2
$ -

-

$ -

$ -

-

$ -
Level 3
$ -

-

$ -

$ -

591,283

$ 591,283

Level 3
$ -

-

$ -

$ -

573,146

$ 573,146
Total
$ 346,330

110,926
$ 457,256
$ 4,736,737

591,283
$ 5,328,020
Total
$ 344,481

93,266
$ 437,747
$ 3,631,653

573,146
$ 4,204,799

There were no transfers between Level 1 and 2 in both 2019 and 2018.

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

For the year ended December 31, 2019

Investment in
Equity
Instruments at
Financial Assets FVTOCI
Balance at January 1, 2019
$ 573,146
Recognized in profit or loss (included in other gains and losses) (87)
Recognized in other comprehensive income (included in unrealized valuation
gain/(loss) on financial assets at FVTOCI)
18,224
Balance at December 31, 2019 $ 591,283

103-56

For the year ended December 31, 2018

Investment in Investment in
Equity
Instruments at
Financial Assets FVTOCI
Balance at January 1, 2018
$

-
Adjustments on initial application of IFRS 9 492,191
Balance at January 1, 2018 (restated) 492,191
Recognized in other comprehensive income (included in unrealized valuation
gain/(loss) on financial assets at FVTOCI) 80,955
Balance at December 31, 2018 $ 573,146
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement
Financial Instruments
Unlisted shares
Valuation Techniques and Inputs
a) Asset-based approach. Valuation based on the fair value of
an investee, calculated through each investment of the
investee using the income approach, market approach or a
combination of the two approaches, while also taking the
liquidity premium into consideration.
  • b) Transaction method of market approach. The approach is a valuation strategy that looks at market ratios of companies with similar profitability at the end of the reporting period, while taking the liquidity premium into consideration.

  • c. Categories of financial instruments

Financial assets
FVTPL
Mandatorily classified as at FVTPL

Financial assets at amortized cost (1)
FVTOCI
Equity instruments
Financial liabilities
Amortized cost (2)
**December 31 **
2019
2018
$ 457,256 $ 437,747
18,170,249
22,215,229
5,328,020
4,204,799
50,412,783
53,293,190
  • 1) The balances included the carrying amount of cash and cash equivalents, notes receivable and trade receivables (including related parties), other receivables and refundable deposits, which are measured at amortized cost.

  • 2) The balances included the carrying amount of short-term borrowings, short-term bills payable, notes payable and trade payables (including related parties), other payables, long-term borrowings including the current portion and deposits received, which are measured at amortized cost.

103-57

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include equity instruments, trade receivables, trade payables and borrowings. The Group’s financial risk management pertains to the management of operations-related market risks (including exchange rate risk, interest rate and other price risks), credit risks and liquidity risks. To reduce financial risk, the Group is committed to identifying, assessing and avoiding the market uncertainties and reducing negative effects of these market changes on the Group’s financial performance.

The main financial activities of the Group are governed by the Group’s internal management and approved by the board of directors. The financial schemes, which include fund raising plans should be carried out in compliance with the Group’s policies.

1) Market risk

  • a) Exchange rate risk

The Group was exposed to exchange rate risk for holding assets and liabilities denominated in foreign currencies.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are as follows:

Assets
USD
Liabilities
USD
Sensitivity analysis
In Thousands of U.S. Dollars
**December 31 **
In Thousands of U.S. Dollars
**December 31 **

2019
$ 14,409

$ 3,900
2018
$ 29,879
$ 3,968

The Group was mainly affected by the floating exchange rates of USD denominated assets and liabilities. The sensitivity analyses below were determined based on the Group’s exposure to exchange rates for non-derivative instruments at the end of the reporting period. The change of exchange rates reported to the senior management of the Group was based on a 1% increase or decrease in exchange rate which also denotes the management’s assessment for the reasonableness of the fluctuation of exchange rates.

If exchange rates had been 1% higher or lower and all other variables were held constant, the profit before income tax or equity of the Group for 2019 and 2018 would increase/decrease by $3,151 thousand and $7,958 thousand, respectively,

b) Interest rate risk

The Group was exposed to interest rate risk because the entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings.

103-58

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

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
Sensitivity analysis
December 31
2019
2018
$ 10,503,168 $ 10,740,306
31,388,615
9,476,066
2,662,905
2,026,821
28,192,553
22,051,911

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for financial assets and financial liabilities at the end of the reporting period. For sensitivity analysis purposes, the sensitivity rate was adjusted as a result of the volatile financial markets. The measurement of the increase or decrease in the interest rates is based on 100 basis points, which is reported to the senior management denoting the management’s assessment for the reasonableness of the fluctuation of the interest rates.

If interest rates had been 100 basis points higher or lower and all other variables had been held constant, the income before income taxes for the years ended December 31, 2019 and 2018 would have decreased/increased by $255,296 thousand and $200,251 thousand, respectively.

c) Other price risks

The Group was exposed to equity price risks involving equity investments in listed companies and beneficial certificates. The Group’s investments in listed companies and beneficial certificates should be in compliance with the rule made by the board of directors in order to achieve the goal of risk management and maximize the returns on investments.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period. For sensitivity analysis purposes, the sensitivity rate was adjusted as a result of the volatile financial market.

If equity prices had been 5% higher or lower, the income before income tax for the years ended December 31, 2019 and 2018 would increase/decrease by $22,863 thousand and $21,887 thousand, respectively, as a result of the changes in fair value of held-for-trading investments. The pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $266,401 thousand and $210,240 thousand, respectively, as a result of the changes in fair value of available-for-sale financial assets.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of the reporting period, the Group’s credit risk was mainly from trade receivables in operating activities, bank deposits and financial instruments in financial activities.

103-59

To maintain the quality of trade receivables, the Group manages credit risk by assessing customers’ credit elements, such as financial status, historical transactions, etc., and obtains an adequate amount of collaterals as guarantees from the customers with high credit risk. In addition, the Group reviews the recoverable amount of each trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. On the credit risk management of bank deposits and other financial instruments, the Group trades with the counterparties comprising banks with high credit ratings.

3) Liquidity risk

Liquidity risk is a risk in which the Group cannot pay cash or use other financial assets to settle the financial liabilities. The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the use of bank borrowings and ensures compliance with loan covenants and it will not damage to the Group’s reputation.

On the demand for capital payments for a particular purpose, the Group maintains adequate cash by the way of the long-term finance/borrowings. For the management of cash shortage, the Group monitors cash management and allocates cash appropriately to maintain financial flexibility and ensure the mitigation of liquidity risk.

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables are drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group may be required to pay. The tables include both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause are included in the earliest time band regardless of the probability of the banks’ choice to exercise their rights. The maturity dates for other non-derivative financial liabilities are based on the agreed repayment periods.

December 31, 2019

On Demand or
Not Later than Later than
1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years 5 Years Total
Non-derivative financial liabilities
Short-term borrowings
$ 9,630,896
$
-
$
-
$
-
$
-
$
-
$ 9,630,896
Short-term bills payable 3,622,993 - - - - - 3,622,993
Notes payable 3,184 - - - - - 3,184
Trade payables 15,120,910 - - - - - 15,120,910
Trade payables to related parties 93,455 - - - - - 93,455
Other payables 3,971,660 - - - - - 3,971,660
Lease liabilities 3,576,206 3,407,678 3,048,551 2,830,422 2,258,753 17,399,623 32,521,233
Long-term borrowings (including
current portion) 2,540,000 14,739,757 260,000 - - - 17,539,757
Deposits received 43,128 283,148 33,400 7,666 7,492 55,094 429,928

Additional information about the maturity analysis for lease liabilities:

Lease liabilities
Less than 1
Year
$ 3,576,206
1-5 Years
$ 11,545,404
5-10 Years

$ 7,830,261
10-15 Years
$ 3,980,745
15-20 Years
$ 2,487,879
20+ Years
$ 3,100,738

103-60

December 31, 2018

On Demand or
Not Later than Later than
1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years 5 Years Total
Non-derivative financial liabilities
Short-term borrowings
$ 12,957,612
$
-
$
-
$
-
$
-
$
-
$ 12,957,612
Short-term bills payable 3,480,365 - - - - - 3,480,365
Notes payable 3,683 - - - - - 3,683
Trade payables 17,579,453 - - - - - 17,579,453
Trade payables to related parties 104,999 - - - - - 104,999
Other payables 3,610,910 - - - - - 3,610,910
Long-term borrowings (including
current portion) - 12,460,000 2,630,000 - - - 15,090,000
Deposits received 50,344 227,618 125,821 3,584 7,596 51,205 466,168

The amounts of variable interest rate instruments for both non-derivative financial liabilities mentioned above are subject to change if the changes in variable interest rates differ from those estimates of interest rates determined at the end of the year.

32. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Group and its subsidiaries (which are related parties of the Company) have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its related parties, other than those disclosed in other notes, are summarized as follows:

  • a. The Group’s related parties and their relationships

Related Party Relationship with the Group Ding Ding Integrated Marketing Service Associate Co., Ltd. (DDIM) Chengdu Baiyang Industry Co., Ltd. (CDBI) Associate Yuan Hsin Digital Payment Co., Ltd. Associate (YHDP) Oriental Securities Corporation (OSC) Associate Pacific Department Store Co., Ltd Associate Sogo Department Stores Co., Ltd. Associate Far Eastern International Leasing Corp. Associate (FEIL) Yuan Ding Enterprise (Shanghai) Limited. Associate (Note) (YDEL (Shanghai)) Yuan Shi Digital Technology Co., Ltd. The associate of the investor that has significant (YSDT) influence over the Company (the subsidiary of FENC) Far EasTone Telecommunications Co., Ltd. The associate of the investor that has significant (FET) influence over the Company (the subsidiary of FENC) Asia Cement Corporation (ACC) The associate of the investor that has significant influence over the Company (the associate of FENC) Far Eastern Electronic Toll Collection Co., The associate of the investor that has significant Ltd. influence over the Company (the subsidiary of FENC) New Century InfoComm Tech Co., Ltd. The associate of the investor that has significant influence over the Company (the subsidiary of FENC) Yuan Ding Co., Ltd. The associate of the investor that has significant influence over the Company (the subsidiary of FENC) Ding Ding Hotel Co., Ltd. The associate of the investor that has significant influence over the Company (the subsidiary of FENC) (Continued)

103-61

Relationship with the Group

Related Party

Far East Resources Development Co., Ltd.

The associate of the investor that has significant

influence over the Company (the subsidiary of FENC)

influence over the Company (the associate of FENC) The associate of the investor that has significant

Yuan Ding Integrated Information Service (Shanghai) Inc. Far Eastern Construction Co., Ltd. (FECC)

influence over the Company (the subsidiary of FENC) The associate of the investor that has significant

influence over the Company (the subsidiary of FENC) The associate of the investor that has significant

Far Eastern Apparel Co., Ltd.

influence over the Company (the subsidiary of FENC) The associate of the investor that has significant

YDT Technology International Co., Ltd.

influence over the Company (the subsidiary of FENC) The associate of the investor that has significant

Far Eastern New Century (China) Investment Co., Ltd. (FENCI (China))

influence over the Company (the subsidiary of FENC)

influence over the Company (the subsidiary of FENC) The associate of the investor that has significant

Yadong Ready Mixed Concrete Co., Ltd.

influence over the Company (the associate of FENC) The associate of the investor that has significant

Everest Textile Co., Ltd.

influence over the Company (the associate of FENC) The investor that has significant influence over the

Far Eastern New Century Corporation (FENC)

Company (investor of FEDS accounted for using the equity method)

Yuan-Ze University

Other related party (the same chairman) Other related party (the same chairman) Other related party (the same chairman) Other related party (the same chairman) Other related party (the same chairman) Other related party (related party in substance) Other related party (related party in substance) Other related party (related party in substance) Other related party (the chairman of the Company is its vice chairman)

Mr. Xuyuan Zhi Memorial Foundation Far Eastern Medical Foundation (FEMF) Oriental Union Chemical Corp. U-Ming Marine Transport Corp. Hong-Tong Developing Co., Ltd. Sogo New Life Foundation Pacific Sogo Social Welfare Foundation Far Eastern International Bank (FEIB)

Ding&Ding Management Consultants Co., Ltd. CitySuper (Hong Kong)

Other related party (related party in substance)

Other related party (related party in substance of Subsidiary Far Eastern CitySuper) Other related party (investor of Far Eastern CitySuper accounted for using the equity method)

CitySuper (Labuan) Ltd.

CitySuper Ltd.

Other related party (the parent company of CitySuper (Labuan) Ltd.)

Yuanbo Asset Management Company Chengdu Zhongtie Ruicheng Building Co., Ltd. Chengdu Tai Bai Consultant and Management Co., Ltd. Shanghai Xujiahui Commercial Co., Ltd. Yu Chang Technical & Commercial Vocational Senior High School (YCVS) Fu Ming Transport Corporation Yuan Cing Co., Ltd.

Other related party (the subsidiary of FEIL) Other related party (mainland cooperative enterprise)

Other related party (mainland cooperative enterprise)

Other related party (mainland cooperative enterprise) Other related party (related party in substance)

Other related party (the subsidiary of ACC) Other related party (the subsidiary of FET)

(Concluded)

103-62

Note: On February 18, 2019, FEDS Development invested RMB250,000 thousand in YDEC (Shanghai) with a 20% shareholding ratio and the investment was accounted for using the equity method. Therefore, FEDS Development changed from being an “investor with significant influence - associate” into an “associate”.

  • b. Operating revenue


Sales of goods (Note)
The associates of investor that has significant influence over
the Group

Other related parties
Investor that has significant influence over the Group
Associates

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



2019

$ 56,135

5,017
1,261
256

$ 62,669
2018
$ 63,322
4,958
1,719

1,155
$ 71,154

Note: Sales to related parties and unrelated parties were made under normal terms.



Other operating revenue
Other related parties

The associates of investor that has significant influence over
the Group
Associates

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



2019
$ 68,745

31,942
2,304

$ 102,991
2018
$ 83,160
45,788

3,265
$ 132,213

c. Operating costs and expenses


Operating costs (Note)
The associates of investor that has significant influence over
the Group

Other related parties
Investor that has significant influence over the Group

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


2019
$ 131,547

16,379
61

$ 147,987
2018
$ 128,884
15,819

137
$ 144,840

Note: Purchases from related parties and unrelated parties were made under normal terms.

103-63


Operating expenses (Note)
The associates of investor that has significant influence over
the Group

Other related parties
Associates
Investor that has significant influence over the Group

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


2019
$ 213,293

172,575
162,739
126,630

$ 675,237
2018
$ 762,604
497,811
144,407

115,260
$ 1,520,082

Note: The rental pertaining to related parties is based on agreement and is received or paid monthly or yearly.

d. Other gains and losses


Other gains and losses - gains
Associates
FEIL

Others

The associates of investor that has significant influence over
the Group
Other related parties
Investor that has significant influence over the Group


Other gains and losses - losses
Associates
OSC

Investor that has significant influence over the Group



Interest on lease liabilities
The associates of investor that has significant influence over
the Group

Other related parties

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 129,889
$ 584

733

688
130,622
1,272
22,939
16,683
18,122
18,300

464

263
$ 172,147
$ 36,518
$ 7,132
$ 7,176

1

1
$ 7,133
$ 7,177
For the Year Ended December 31


2019
$ 96,566

1,914

$ 98,480
2018
$ -

-
$ -

103-64

e. Receivables from related parties

Trade receivables, net
The associates of investor that has significant influence over
the Group

Other related parties
Associates (Note)
Investor that has significant influence over the Group

December 31 December 31


2019
$ 75,791

51,892
30,434
3,818

$ 161,935
2018
$ 61,195
53,923
40,066

758
$ 155,942

Note: As of December 31, 2019 and 2018, the amounts of allowance for impairment loss on receivables were $123,037 thousand and $125,035 thousand, respectively.

Other receivables
The associates of investor that has significant influence over
the Group (1)
FENCI (China)

YDEC (Shanghai)
Others

Associates
CDBI (2)
Others

Other related parties (3)
Investor that has significant influence over the Group

December 31 December 31




2019
$ -

-
17,999

17,999
128,173
20,228

148,401
9,223
292

$ 175,915
2018
$ 969,171
256,777

11,968
1,237,916
108,414

28,564
136,978
58,496

289
$ 1,433,679
  • 1) As of December 31, 2019 and 2018, the amounts of finance to related parties were $0 and $1,225,948 thousand, respectively.

  • 2) As of December 31, 2019 and 2018, the amounts of dividend receivable were $58,446 thousand and $60,864 thousand, respectively.

  • 3) As of December 31, 2019 and 2018, the amounts of allowances for impairment loss were $16,181 thousand for both of these dates.

103-65

f. Other assets

Prepayments
Other related parties

The associates of investor that has significant influence over
the Group


Prepayments for lease
Other related parties

Other current assets
Associates

The associates of investor that has significant influence over
the Group


Other non-current asset
Leasing incentives
The associates of investor that has significant influence over
the Group

Other related parties


Refundable deposits
Associates

The associates of investor that has significant influence over
the Group


Long-term prepayments for lease
Other related parties
Hong-Tong Comprehensive Commercial Developing Co.,
Ltd.
December 31 December 31













2019
$ 2,888

15

$ 2,903

$ -

$ 570

66

$ 636

$ 13,768

1,134

$ 14,902

$ 129,189

44,817

$ 174,006

$ -
2018
$ 2,889

86
$ 2,975
$ 259,065
$ 570

-
$ 570
$ 9,141

1,314
$ 10,455
$ 130,848

44,816
$ 175,664
$ 4,663,176

103-66

g. Payables to related parties

Trade payables
The associates of investor that has significant influence over
the Group

Other related parties
Investor that has significant influence over the Group


Other payables
The associates of investor that has significant influence over
the Group

Associates
Investor that has significant influence over the Group
Other related parties


h. Contract liabilities
The associates of investor that has significant influence over the
Group

i. Other liabilities
Advance receipts
The associates of investor that has significant influence over
the Group

Other related parties
Associates


Other current liabilities
Associates

Other related parties
The associates of investor that has significant influence over
the Group

December 31 December 31





2019
2018
$ 92,039
$ 102,277
1,416
2,711
-

11
$ 93,455
$ 104,999
$ 253,333
$ 273,720
144,513
294,205
50,728
43,320
22,348

25,332
$ 470,922
$ 636,577
December 31
2019
2018
$ 484
$ 484
December 31





2019
$ 4,275

3,150
149

$ 7,574

$ 2,285

1,315
112

$ 3,712
2018
$ 4,793
2,959

308
$ 8,060
$ 6,146
238

27
$ 6,411

103-67

Lease liabilities (Note)
The associates of investor that has significant influence over
the Group
FECC

ACC
Far East Resources Development Co., Ltd.
Others

Other related parties

December 31 December 31



2019
$ 3,790,369

1,164,096
1,119,194
279,487

6,353,146
10,897

$ 6,364,043
2018
$ -
-
-

-
-

-
$ -
Note:
The rental pertaining to related parties is based on agreement
yearly.
Other non-current liabilities
Leasing incentive
The associates of investor that has significant influence over
the Group

Deposits received
The associates of investor that has significant influence over
the Group
Yuan Ding Co., Ltd.

Others

Other related parties


Others
Other related parties
Note:
The rental pertaining to related parties is based on agreement
yearly.
Other non-current liabilities
Leasing incentive
The associates of investor that has significant influence over
the Group

Deposits received
The associates of investor that has significant influence over
the Group
Yuan Ding Co., Ltd.

Others

Other related parties


Others
Other related parties
and is received or paid monthly or
December 31
and is received or paid monthly or
December 31





2019
$ -

$ 48,676

593

49,269
1,032

$ 50,301

$ 29,251
2018
$ 91,142
$ 36,173

673
36,846

1,032
$ 37,878
$ 29,505

j. Construction projects

The Group’s construction projects valued amount are as follows:

The associates of investor that has significant influence over the
Group

Other related parties
Associates

December 31 December 31


2019
$ 1,101,164

5,775
-

$ 1,106,939
2018
$ 805,482
764

540
$ 806,786

103-68

k. Loans to related parties

The associates of investors which the Group provided financing to and that have significant influence over the Group are as follows:

Related Party
FENCI (China)

YDEC (Shanghai)

Related Party
FENCI (China)

YDEC (Shanghai)
December 31, 2019

Maximum
Balance
$ 1,008,151

$ 349,716
Ending
Balance
Interest Rate
(%)
$ -
-

$ -
-

December 31, 2018
Interest
Income
$ -
$ -

Maximum
Balance
$ 1,926,169

$ 520,820
Ending
Balance
Interest Rate
(%)
$ 969,171
-

$ 256,777
-
Interest
Income
$ -
$ -
  • l. Loans from related parties

The Group’s financing from other related parties are as follows:

Related Party
FEIB

Related Party
FEIB
December 31, 2019
Maximum
Balance
$ 500,000
Ending
Balance
Interest Rate
(%)
$ -
1.07-1.08

December 31, 2018
Finance
Cost
$ 765
Maximum
Balance
$ 400,000
Ending
Balance
Interest Rate
(%)
$ -
1.15
Finance
Cost
$ 192
  • m. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

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


2019
$ 139,920

523

$ 140,443
2018
$ 129,097
494
$ 129,591

The compensation to directors and other key management personnel were determined by the Compensation Committee of the Group in accordance with the individual performance and the market trends.

103-69

33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for goods purchases, long/short-term borrowings, short-term bills payable and administrative proceedings:

Financial assets at amortized cost

Investments accounted for using the equity method
Financial assets at FVTOCI
Property, plant and equipment
Investment properties

December 31 December 31


2019
$ 199,000
3,569,838
2,375,340
17,213,913

624,887

$ 23,982,978
2018
$ 280,400

3,504,587

1,783,290

17,400,626

682,999
$ 23,651,902

34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Group as of December 31, 2019 and 2018 are as follows:

  • a. Significant unrecognized commitments

The amount of unrecognized commitments are as follows:

Acquisition of property, plant and equipment

Unused letters of credit for purchases

December 31 December 31


2019
$ 2,469,345

-

$ 2,469,345
2018
$ 3,592,586

500,000
$ 4,092,586
  • b. A letter from the Ministry of Economic Affairs (MOEA) on July 28, 2011 stated that the term of the board of directors and supervisors (the “Board”) of SOGO was terminated, and the election of the Board should be held by October 28, 2011. On August 26, 2011, in the shareholders’ meeting, Douglas Hsu, Ching-Wen Huang, Mao-De Huang, Hsiao-Yi Wang and Satoshi Inoue were elected to be the representatives of the Board and Jing-Yi Wang was elected as a supervisor. On September 2, 2011, the registration of the Board was submitted to the MOEA, and on August 30, 2013, the registration of the Board was approved and completed by the MOEA.

For the resolution passed in the shareholders’ meeting, SOGO’s shareholders filed an appeal for an invalid resolution and for the withdrawal of the resolution of the shareholders’ meeting. As of March 17, 2017, many verdicts, including the Year 100 Letter Su No. 3965 verdict made by the TTDC, the Year 104 Letter Tsai Shang No. 90 verdict made by the Supreme Administrative Court (SAC), the Year 101 Letter Kun No. 1589 and No. 1681 verdicts made by the THC, and the Year 106 Letter Tsai Shang No. 86 verdict made by the SAC, confirmed that the shareholders’ meeting was legal and rejected the appeal of the SOGO shareholders.

Also, Heng-Long Li filed an appeal against SOGO and PLTI, alleging that the decisions made in the SOGO shareholders’ meeting on August 26, 2011 were invalid. After the TTDC rejected the appeal in the Year 103 Letter Shang No. 1014 verdict, the THC rejected the appeal once more.

103-70

Moreover, the former chairman of PLTI, Heng-Long Li, stated that he appointed Chun-Chih Weng, Chao-Chuan Chu, Shen-Yi Li, Jui-Tsun Liu and Yu-Ying Chin as members of the Board of SOGO to replace Ching-Wen Huang, Satoshi Inoue, Douglas Hsu, Hsiao-Yi Wang and Mao-De Huang. Furthermore, those individuals (Chun-Chih Weng, Chao-Chuan Chu, Shen-Yi Li, Jui-Tsun Liu and Yu-Ying Chin) elected Chun-Chih Weng as the chairman of PLTI and applied to the MOEA for the registration of a change of the Board and supervisor of SOGO on August 8, 2011. However, the application of the registration was rejected by the MOEA, due to the election being held by the former chairman of PLTI, Heng-Long Li. Chun-Chih Weng, Chao-Chuan Chu, Shen-Yi Li, Jui-Tsun Liu and Yu-Ying Chin not only announced publicly that they are the five members of the Board of SOGO but also that they held the SOGO shareholders’ meetings on September 5, 2011 and September 6, 2011. However, the decisions made in these two shareholders’ meetings on September 5, 2011 and September 6, 2011 were not approved and not consented to by all of SOGO’s shareholders. According to the Year 100 Letter Su No. 4224 verdict from the TTDC on January 22, 2014, the TTDC declared that the decisions made in the shareholders’ meeting on September 5, 2011 were not approved legally; according to the Year 100 Letter Su No. 4164 verdict on November 28, 2013, the TTDC confirmed that the decisions made in the shareholders’ meeting on September 6, 2011 were not approved legally. The THC passed the Year 103 Letter Shang No. 330 verdict on May 31, 2016 rejecting the appeal and confirmed that the resolutions of the shareholders’ meeting on September 5, 2011 were not approved legally. Chun-Chih Weng filed an appeal against the judgments. Under Court Reference Year 107 Letter Tai Shang No. 965 verdict, issued by the Taiwan Supreme Court on December 6, 2018, the Court rejected Chun-Chih Weng’s appeals and confirmed that the resolutions of the shareholders’ meeting on September 5, 2011 were not approved legally. In the Year 103 Letter Shang No. 87 verdict from the THC on August 17, 2016, the THC rejected the appeal and confirmed that the decisions made in the shareholders’ meeting on September 6, 2011 were not approved legally. Chun-Chih Weng filed an appeal against the judgments. Under Court Reference Year 107 Letter Tai Shang No. 1591 verdict, issued by the Taiwan Supreme Court on December 13, 2018, the Court rejected Chun-Chih Weng’s appeals and confirmed that the resolutions of the shareholders’ meeting on September 5, 2011 were not approved legally.

  • c. Pacific Department Store asserted that SOGO injured the trademark, and raised an appeal to the president Qing-Wen Huang and the general manager Ding-Song WanGuo of SOGO for violation of the trademark law. After being sued by the TTDC (Year 106 Annual detective No. 2264) on November 27, 2017. Under Court Reference Year 106 Zhi Yi Zi Note 70 verdict, issued by the TTDC on December 28, 2018, the Court made the judgment that Qing-Wen Huang and Ding-Song WanGuo were innocent of the filed criminal charges. Taiwan Taipei District Prosecutor's Office appealed to Intellectual Property Court on January 23, 2019. SOGO received a complaint proposed by the Pacific Department Store in January. In the complaint, the president Qing-Wen Huang and the general manager Ding-Song WanGuo were asked to compensate an amount of $72,226,923 thousand, and also to post the judgment on the front pages of several newspapers for 30 days. Pacific Department Store withdrew the criminal case and the criminal case supplementary civil action in April 2019.

35. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

  • a. In response to the outbreak of 2019 novel coronavirus (COVID-19) in early 2020, the government of the Republic of China took preventive measures and other countries imposed travel restrictions to curb the spread of the epidemic. The Group had to cooperate with local authorities by suspending its stores’ operation in Chongqing, China in February 2020. After the assessment and approval by the government of the Republic of China on the COVID-19, most stores resumed operation in March 2020, except catering.

  • b. AIMAI signed a lease contract with FECC for hypermarket, retail and other businesses, and the lease term is 20 years which was approved by the board of directors on March 26, 2020.

103-71

36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the Group and the exchange rates between foreign currencies and respective functional currencies are disclosed. The significant assets and liabilities denominated in foreign currencies are as follows:

December 31, 2019

Foreign
Currency
(In Thousands)
Exchange Rate
Financial assets
Monetary items

USD
$ 10,047
29.9800 (USD:NTD)
USD
4,362
6.9762 (USD:RMB)
RMB
91,800
4.2975 (RMB:NTD)

Non-monetary items
Associates accounted for using the equity
method
RMB
720,532
4.2975 (RMB:NTD)
Financial assets at FVTPL
USD
294
29.9800 (USD:NTD)

Financial liabilities
Monetary items
USD
324
29.9800 (USD:NTD)
USD
3,576
6.9762 (USD:RMB)
RMB
401
4.2975 (RMB:NTD)

December 31, 2018
Foreign
Currency
(In Thousands)
Exchange Rate
Financial assets
Monetary items

USD
$ 3,759
30.7150 (USD:NTD)
USD
26,120
6.8632 (USD:RMB)
RMB
525,092
4.4753 (RMB:NTD)
Carrying
Amount
$ 301,210

130,774

394,509
$ 826,493
$ 3,096,485

8,816
$ 3,105,301
$ 9,712

107,221

1,725
$ 118,658
Carrying
Amount
$ 115,452

802,283

2,349,944
$ 3,267,679
(Continued)

103-72

Foreign
Currency
(In Thousands)
Exchange Rate
Non-monetary items
Associates accounted for using the equity
method
RMB
$ 399,450
4.4753 (RMB:NTD)
Financial assets at FVTPL
USD
294
30.2750 (USD:NTD)

Financial liabilities
Monetary items
USD
150
30.7150 (USD:NTD)
USD
3,818
6.8632 (USD:RMB)
RMB
247,992
4.4753 (RMB:NTD)
Carrying
Amount
$ 1,787,660

8,903
$ 1,796,563
$ 4,618

117,272

1,109,837
$ 1,231,727
(Concluded)

The Group is mainly exposed to RMB. The following information was aggregated by the functional currencies of the Group, and the exchange rates between respective functional currencies and the presentation currency are disclosed. The significant realized and unrealized foreign exchange gains (losses) are as follows:

Functional
Currency
NTD
RMB
For the Year Ended December 31 For the Year Ended December 31
2019
Exchange Rate
Net Foreign
Exchange Gain
1.0000 (NTD:NTD) $ 15,467
4.4821 (RMB:NTD)
579
$ 16,046
2018

Exchange Rate
Net Foreign
Exchange Loss
1.0000 (NTD:NTD) $ (47,489)
4.5599 (RMB:NTD)(122,264)
$ (169,753)

37. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others (Table 2)

  • 2) Endorsements/guarantees provided (Table 3)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 4)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 5)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

103-73

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)

  • 9) Trading in derivative instruments (None)

  • 10) Intercompany relationships and significant intercompany transactions (Table 7)

  • 11) Information on investees (Table 8)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 9)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year (None)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year (None)

    • c) The amount of property transactions and the amount of the resultant gains or losses (None)

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes (Table 3)

    • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds (Table 2)

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services (None)

103-74

38. SEGMENT INFORMATION

The Group belongs to a single industry of department stores and supermarkets. Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on geographical information as management structure. The Group’s reportable segments under IFRS 8 “Operating Segments” includes ROC and China.

a. Segment revenues and results


ROC

China

Total for continuing operations
Interest income
Dividend income
Other income
Foreign exchange gain (loss),
net
Gain arising on financial assets
mandatorily classified as at
FVTPL
Loss on disposal of property,
plant and equipment, net
Gain on disposal of investment
Loss on disposal of investment
properties
(Loss) gain arising on changes
in fair value of investment
properties, net
Finance costs
Share of profits of associates
accounted for using the
equity method
Impairment loss on intangible
assets
Impairment loss on property,
plant and equipment
Other gains
Other losses
Profit before income tax
Segment Revenue
For the Year Ended
December 31
2019
2018

$ 35,037,293 $ 36,129,276

2,858,769

3,113,275

$ 37,896,062
$ 39,242,551


Segment Profit Segment Profit
For the Year Ended
**December 31 **




2019
$ 35,037,293

2,858,769

$ 37,896,062





2019
$ 4,686,642

(147,991)

4,538,651
90,449
286,299
-
16,046
691
(84,473)
291
-
(151,597)
(835,329)
58,065
(1,095,884)
-
330,879

(51,150)

$ 3,102,938
2018
$ 4,438,794

(251,465)

4,187,329

128,124

152,720

250,005

(169,753)

10,443

(26,487)

-

(90,621)

43,045

(437,280)

11,396

(1,630,000)

(38,047)

207,019

(48,778)
$ 2,549,115

Segment revenue reported above represents revenue generated from external customers. There were no intersegment sales in 2019 and 2018.

103-75

b. Total segment assets and liabilities

Segment assets
ROC

China
Adjustments and eliminations

Total consolidated assets

Segment liabilities
ROC

China

Total consolidated liabilities
December 31 December 31





2019
$ 122,960,061
7,551,044

-

$ 130,511,105

$ 84,528,379

7,078,919

$ 91,607,298
2018
$ 93,643,355

10,102,800
186
$ 103,746,341
$ 56,374,554
9,681,397
$ 66,055,951

c. Revenue from major products

The Group’s revenue from its major products and services are as follows:



Retail sales revenue

Other operating revenues

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



2019

$ 34,598,167

3,297,895

$ 37,896,062
2018
$ 35,955,379

3,287,172
$ 39,242,551

d. Geographical information

The Group operates in two principal geographical areas - ROC and China. The Group’s revenue from external customers by geographical location and information about its non-current assets by geographical location are detailed below.

ROC

China

Revenue from External
Customers
Revenue from External
Customers


Non-current Assets Non-current Assets
For the Year Ended
**December 31 **
**December 31 **


2019
$ 35,037,293

2,858,769

$ 37,896,062
2018
$ 36,129,276

3,113,275
$ 39,242,551
2019
$ 91,240,775

1,304,799

$ 92,545,574
2018
$ 61,476,837

2,182,977
$ 63,659,814

Non-current assets exclude those classified as non-current assets held for sale, financial instruments, and deferred tax assets.

e. Information about major customers

There is no revenue from any individual customer comprising over 10% or more of the Group’s gross revenue for 2019 and 2018.

103-76

==> picture [455 x 774] intentionally omitted <==

----- Start of picture text -----

Co., Ltd. Ltd.
96% 100%
Chongqing FEDS Co.,
Far Eastern CitySuper
(BVI) Consultant &
100%
54% Chongqing Pacific Management Co., Ltd.
FEDS Development Ltd. 46%
Consultant &
100%
Shanghai Bai Ding
Management Co., Ltd.
40%
(Yu Ming)
100% Agency Co., Ltd.
Yu Ming Advertising
0.02%
Malls Co., Ltd.
100% Store Co., Ltd.
Far Eastern Big City Shopping
Chongqing Metropolitan Plaza Pacific Department
60%
100% Company (AMC)
Asians Merchandise
100%
Store Co., Ltd.
Chengdu Quanxing Pacific Department
0.17%
56% 44%
Ltd. (FEHLD)
40%
Ltd.
Far Eastern Hon Li Do Co.,
1.37% 60% Pacific China Holdings (HK) Limited 100% Pacific China Holdings
100% 1.36% 100% Store Co., Ltd.
Ya Tung Department Stores, Ltd. (YTDS) Ltd.
Dalian Pacific Department
73% Shanghai Pacific
Department Store Co.,
2.47%
Co., Ltd. (Note)
50% Lian Ching Investment
100% Bai Yang Investment Co., Ltd. (Bai Yang) 78.60%
Far Eastern Department
Stores, Ltd. (the “Company”) 70% Ltd. (“PLT”)
0.57% 33% Co., Ltd. (FEAPD) 2.47% 100% (HK), Limited
Pacific Liu Tong Investment Co., Co., Ltd. (SOGO)
0.1% Bai Fa China Holdings
67% FEDS Asia Pacific Development
Pacific Sogo Department Stores
Bai Ding Investment Co., Ltd. (Bai Ding)
35.13%
100% (FENCD) 2.47%
(CBNC) 100% Pacific (China) 100%
100% Ltd. (Ai Mai) 12.50% FEDS New Century Development Co., Ltd. 100% Chubei New Century Investment Co., Ltd. Chengdu FEDS Co., Ltd.
Far Eastern Ai Mai Co., Shopping Mall Co., Ltd.
DIAGRAM OF INTERCOMPANY RELATIONSHIPS DECEMBER 31, 2019 Note: The amount of Lian Ching Investment Co., Ltd. had been written off to zero, no liabilities were be undertaken by the Group and the accounts are not disclosed in the consolidated financial statement.
----- End of picture text -----

103-77

Aggregate Financing
Limits
$ 4,358,198
(Note B)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
289,823
(Note B)
12,316,162
(Note D)
12,316,162
(Note D)
Note A: Short-term financing.
Note B: 40% of the financing company’s net assets.
Note C: 20% of the financing company’s net assets of ultimate parent company, Far Eastern Department Stores, Ltd.
Note D: 40% of the financing company’s net assets of ultimate parent company, Far Eastern Department Stores, Ltd.
Note E: The amount of Lian Ching Investment Co., Ltd. had been written off to zero, no liabilities were undertaken by the Group and the accounts are not disclosed in the financial statement.
Financing Limit for
Each Borrower
$ 4,358,198
(Note B)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
289,823
(Note B)
6,158,081
(Note C)
6,158,081
(Note C)
Collateral Value $ - -
-
-
-
-
- -
-
- - - -
-
Item - -
-
-
-
-
- -
-
- - - -
-
Allowance for
Impairment Loss
$ - -
-
-
-
-
- -
-
- - - -
-
Reason for
Short-term
Financing
Transaction Transaction
Transaction
Transaction
Transaction
Transaction
Transaction Transaction
Transaction
Transaction Transaction Transaction Transaction
Transaction
Business Transaction
Amounts
$ - -
-
-
-
-
- -
-
- - - -
-
Nature of
Financing
(Note A) (Note A)
(Note A)
(Note A)
(Note A)
(Note A)
(Note A) (Note A)
(Note A)
(Note A) (Note A) (Note A) (Note A)
(Note A)
Interest Rate - 4.129436%-
4.353514%
4.129436%-
4.353514%
4.129436%
4.129436%-
4.353514%
-
3.87%-4.08% 3.94713%-
4.76375%
-
3.17%-4.05% - - -
-
Actual Borrowing
Amount
$ - 689,749
(RMB 160,500
thousand )
4,298
(RMB
1,000
thousand )
227,768
(RMB
53,000
thousand )
60,165
(RMB
14,000
thousand )
-
193,388
(RMB
45,000
thousand )
-
-
104,930
(US$ 3,500
thousand )
- - -
-
Ending Balance $ 2,000,000 730,575
(RMB 170,000
thousand )
429,750
(RMB 100,000
thousand )
644,625
(RMB 150,000
thousand )
644,625
(RMB 150,000
thousand )
42,975
(RMB
10,000
thousand )
300,825
(RMB
70,000
thousand )
719,520
(US$ 24,000
thousand )
-
299,800
(US$ 10,000
thousand )
42,975
(RMB
10,000
thousand )
184,363
(RMB
42,900
thousand )
96,163
(RMB
22,377
thousand )
89,775
(RMB
20,890
thousand )
Highest Balance for
the Period
$ 2,000,000 730,575
(RMB 170,000
thousand )
429,750
(RMB 100,000
thousand )
644,625
(RMB 150,000
thousand )
644,625
(RMB 150,000
thousand )
42,975
(RMB
10,000
thousand )
300,825
(RMB
70,000
thousand )
719,520
(US$ 24,000
thousand )
299,800
(US$ 10,000
thousand )
299,800
(US$ 10,000
thousand )
42,975
(RMB
10,000
thousand )
184,363
(RMB
42,900
thousand )
349,716
(RMB
81,377
thousand )
1,008,151
(RMB 234,590
thousand )
Related
Parties
Y Y
Y
Y
Y
Y
Y Y
Y
Y Y Y Y
Y
Financial Statement
Account
Other receivables Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables Other receivables
Other receivables
Other receivables Other receivables Other receivables Other receivables
Other receivables
Borrower Pacific China Holdings Ltd. Chongqing Pacific Consultant
& Management Co., Ltd.
Dalian Pacific Department
Store Co., Ltd.
Chengdu FEDS Co., Ltd.
Chengdu Quanxing Building
Pacific Department Store
Co., Ltd.
Shanghai Bai Ding
Consultant & Management
Co., Ltd.
Chongqing FEDS Co., Ltd. Chengdu FEDS Co., Ltd.
Pacific China Holdings (HK)
Limited
Pacific China Holding Ltd. Chongqing FEDS Co., Ltd. Shanghai Xujiahui Shopping
Mall (Group) Co., Ltd.
Yuan Ding Enterprise
(Shanghai) Co., Ltd.
Far Eastern New Century
(China) Investment Co.,
Ltd.
Lender Pacific Sogo Department
Stores Co., Ltd.
Chongqing FEDS Co., Ltd. Chongqing Metropolitan
Plaza Pacific Department
Store Co., Ltd.
Pacific China Holding Ltd. Pacific China Holdings (HK)
Limited
Pacific (China) Investment
Co., Ltd.
Shanghai Pacific Department
Store Co., Ltd.
FEDS Development Ltd.
No. 1 2 3 4 5 6 7 8

103-78

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

Endorsement/
Guarantee
Provided to
Mainland
China

Endorsement/
Guarantee
Provided to
Mainland
China
-
-
-
-
-
-
-
-
Y
Y
-
Y - Note A: The amount is 60% of net assets based on the latest financial statements of the endorser/guarantor.
Note B: The amount is 100% of net assets based on the latest financial statements of the endorser/guarantor.
Note C: The amount is 60% of the net assets based on the latest financial statements of the final parent company - Far Eastern Department Stores, Ltd.
Endorsement/
Guarantee
Provided by A
Subsidiary
-
-
-
-
-
-
-
-
-
-
Y
- -

Endorsement/
Guarantee
Provided by
Parent
Company
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
- -
Maximum
Endorsement/
Guarantee
Amounts Allowable
$ 30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note D)
30,790,406
(Note D)
30,790,406
(Note D)
648,704
(Note B)
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
(%)
-
-
2
5
12
-
15
28
1
2
10
- 1
Amount Endorsed/
Guaranteed by
Collateral
$ -
-
-
-
-
-
-
-
-
-
-
- -
Actual Borrowing
Amount
$ -
-
478,000
-
-
-
4,683,014
3,261,794
(US$ 108,799
thousand)
116,033
(RMB
27,000
thousand)
(US$ 0
thousand)
64,463
(US$ 0
thousand)
(RMB
15,000
thousand)
3,043,635
- 154,325

Outstanding
Endorsement/
Guarantee at the
End of the Period
$ 30,000
100,000
700,000
1,499,000
(US$ 50,000
thousand)
3,700,000
80,000
4,683,014
8,550,296
(US$ 285,200
thousand)
335,205
(RMB
78,000
thousand)
(US$ 0
thousand)
535,650
(US$ 15,000
thousand)
(RMB
20,000
thousand)
3,043,635
- 154,325
Maximum Amount
Endorsed/
Guaranteed During
the Period
$ 30,000
400,000
700,000
2,806,128
(US$ 93,600
thousand)
3,700,000
160,000
4,986,125
8,550,296
(US$ 285,200
thousand)
335,205
(RMB
78,000
thousand)
(US$ 0
thousand)
535,650
(US$ 15,000
thousand)
(RMB
20,000
thousand)
3,242,852
128,925
(RMB
30,000
thousand)
154,325
Limits on
Endorsement/
Guarantee Given
on Behalf of Each
Party
$ 18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note C)
18,474,243
(Note C)
18,474,243
(Note C)
18,474,243
(Note C)
18,474,243
(Note C)
389,223
(Note A)
Endorsee/Guarantee Nature of
Relationship
(Note F)
2
2
2
2
2
2
2
2
2
2
3
2 3
Name FEDS New Century
Development Co., Ltd.
Bai Yang Investment Co., Ltd.
Bai Ding Investment Co., Ltd.
FEDS Development Ltd.
Chubei New Century Shopping
Mall Co., Ltd.
Far Eastern CitySuper Co., Ltd.
Pacific Sogo Department Stores
Co., Ltd.
Pacific China Holdings Ltd.
Dalian Pacific Department
Store Co., Ltd.
Chongqing Metropolitan Plaza
Pacific Department Store
Co., Ltd.
Far Eastern Department Stores,
Ltd.
Chongqing Pacific Consultant
& Management Co., Ltd.
Pacific Sogo Department Stores
Co., Ltd.
Endorser/Guarantor Far Eastern Department Stores, Ltd. Pacific Sogo Department Stores
Co., Ltd.
Pacific China Holdings Ltd. Far Eastern Big City Shopping Malls
Co., Ltd.
No. 0 1 2 3

103-79

103-80

MARKETABLE SECURITIES HELD
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Note 35,000 thousand shares of Asia
Cement Corporation pledged for
loans and commercial papers issued
of the investor company
5,200 thousand shares of Asia Cement
Corporation pledged for
commercial papers issued of the
investor company
15,000 thousand shares of Far Eastern
New Century Corporation pledged
for loans of the investor company
(Continued)
December 31, 2019 Fair Value $ 2,397,524
595,937
36,082
70,925
10
571
213,792
710,351
471,974
89,439
7,322
44,381
10
326,016
271,122
184,582
6,720
10
11,584

Percentage of
Ownership (%)
1
-
2
9
-
1
1
-
-
5
5
2
-
18
1
-
-
-
-
Carrying Amount $ 2,397,524
595,937
36,082
70,925
10
571
213,792
710,351
471,974
89,439
7,322
44,381
10
326,016
271,122
184,582
6,720
10
11,584
Shares
(In Thousands)
50,000
19,964
6,286
7,309
3
1,041
8,207
14,814
15,812
2,984
273
2,616
1
39,600
22,688
3,849
200
1
986
Financial Statement Account Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - current
Relationship with the
Holding Company
(Note A)
4
3
-
-
4
4
2
7
6
-
8
7
8
-
8
7
8
8
-
Type and Name of Marketable Securities Shares
Asia Cement Corporation
Far Eastern New Century Corporation
Kaohsiung Rapid Transit Corporation
Yuan Ding Leasing Corp.
Yuan Ding Co., Ltd.
Yuan Shi Digital Technology Co., Ltd.
Shares
Far Eastern Department Stores, Ltd.
Asia Cement Corporation
Far Eastern New Century Corporation
Chung-Nan Textile Co., Ltd.
Ding Ding Management Consultants Co., Ltd.
Yue Ding Industry Co., Ltd.
Oriental Securities Investment Advisory Co., Ltd.
Ding Sheng Investment Co., Ltd.
Shares
Far Eastern International Bank
Asia Cement Corporation
U-Ming Marine Transport Corp.
Oriental Securities Investment Advisory Co., Ltd.
Beneficiary certificate
DWS Taiwan Money Market Fund
Holding Company Far Eastern Department Stores, Ltd.
Bai Ding Investment Co., Ltd.
Bai Yang Investment Co., Ltd.
Far Eastern Hon Li Do Co., Ltd.

103-81

Note (Continued)
December 31, 2019 Fair Value $ 32,063
72,193
99,845
16,517
1,911
46
88,827
26
11,886
14,448
4,019
-
-
-
-
-
202,838
19,276
840
-
-

Percentage of
Ownership (%)
-
-
-
2
-
-
2
-
-
-
-
15
20
-
1
1
-
-
-
15
15
Carrying Amount $ 32,063
72,193
99,845
16,517
1,911
46
88,827
26
11,886
14,448
4,019
-
-
-
-
-
202,838
19,276
840
-
-
Shares
(In Thousands)
2,730
1,506
8,503
46
200
1
7,931
10
566
430
800
18,300
98,000
119
16
1,041
17,273
402
40
2,250
2,250
Financial Statement Account Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - non-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 other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-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
Financial assets at fair value through profit or
loss - non-current
Relationship with the
Holding Company
(Note A)
-
7
-
7
-
-
-
-
8
8
1
-
-
-
-
7
-
7
8
-
-
Type and Name of Marketable Securities Beneficiary certificate
DWS Taiwan Money Market Fund
Shares
Asia Cement Corporation
Beneficiary certificate
DWS Taiwan Money Market Fund
Shares
Kowloon Cement Corp., Ltd.
Shares
CMC Magnetics Corp.
Quanta computer Inc.
Pacific Construction Co., Ltd.
DBTEL Inc.
Oriental Union Chemical Corp.
U-Ming Marine Transport Corp.
Pacific Liu Tong Investment Co., Ltd.
E-Shou Hi-tech Co., Ltd.
Tain Yuan Investment Co., Ltd.
PURETEK Corp.
Pacific 88 Co., Ltd.
Yuan Shi Digital Technology Co., Ltd.
Beneficiary certificate
DWS Taiwan Money Market Fund
Shares
Asia Cement Corporation
Oriental Union Chemical Corp.
Shares
Overseas Development Corp.
Taiwan Ocean Farming Corp.
Holding Company Yu Ming Advertising Agency Co., Ltd.
FEDS New Century Development Co., Ltd.
FEDS Development Ltd.
Pacific Sogo Department Stores Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Far Eastern Big City Shopping Malls
Co., Ltd.
Pacific China Holdings Ltd.

103-82

103-83

FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
EndingBalance Amount $ 1,540,361
2,386,538
1,992,652

131,722
(1,279,533)
(2,311,693)

(88,581)
Note A: The share of comprehensive income or loss using the equity method, cash dividends and capital reduction were used to offset a deficit.
Note B: There was an increase in cash capital of RMB357,880 thousand.
Note C: There was an increase in cash capital of NT$820,000 thousand.
Note D: There was an increase in cash capital of NT$820,000 thousand.
Note E: There was an increase in cash capital of NT$400,000 thousand.
Note F:
There was an increase in cash capital of US$12,600 thousand.
Note G: There was an increase in cash capital of US$21,000 thousand.
Note H: There was an increase in cash capital of US$21,000 thousand.

Shares (In
Thousands)

-

232,000

200,000

41,000

66,120

130,200

-
Disposal Adjusted
Item (Note A)
$ (64,673)

(2,618)

734

(263,260)
(1,543,407)
(2,512,393)

(170,903)
Gain (Loss)
on Disposal
$ -

-

-

-

-

-

-

Carrying
Amount
$ -

-

-

-

-

-

-
Amount $ -

-

-

-

-

-

-
Shares (In
Thousands)
-
-
-
20,000
-
-
-
Acquisition Amount $ 1,605,034
(Note B)

820,000
(Note C)

820,000
(Note D)

400,000
(Note E)

384,161
(Note F)

640,500
(Note G)

662,634
(Note H)
Shares (In
Thousands)

-

82,000

82,000

40,000

12,600

21,000

-
Beginning Balance Amount $ -
1,569,156
1,171,918

(5,018)

(120,287)

(439,800)

(580,312)
Shares (In
Thousands)
-
150,000
118,000
21,000
53,520
109,200
-
Relationship Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Counter party -
-
-
-
-
-
-
Financial Statement Account Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Type and Name of
Marketable Securities
Shares
Yuan Ding Enterprise
(Shanghai) Co., Ltd.
Shares
FEDS New Century
Development Co., Ltd.
Shares
Chubei New Century Shopping
Mall Co., Ltd.
Shares
Ya Tung Department Stores,
Ltd.
Shares
Pacific China Holdings (HK)
Limited
Shares
Pacific China Holdings Ltd.
Shares
Chengdu Quanxing Building
Pacific Department Store
Co., Ltd.
Company Name FEDS Development Ltd.
Bai Yang Investment Co.,
Ltd.
FEDS New Century
Development Co., Ltd.
Far Eastern Department
Stores, Ltd.
Pacific Sogo Department
Stores Co., Ltd.
Pacific China Holdings (HK)
Limited
Pacific China Holdings Ltd.

103-84

DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Allowance for
Impairment
Loss
Allowance for
Impairment
Loss
$ 123,037
-
-
-
-
-
Note A: The cash dividend receivable.
Note B: This balance refers to fund lending.
Amounts
Received in
Subsequent
Period
$ 282
-
-
-
-
-
Overdue Actions Taken Collection expedited
-
-
-
-
-
Amount $ 123,037
-
-
-
-
-
Turnover Rate -
-
-
-
-
-
Ending Balance $ 123,037
193,977
(Note B)
105,832
(Note B)
692,107
(Note B)
228,899
(Note B)
128,173
(Note A)
Relationship Associate
Same ultimate parent company
Subsidiary
Same ultimate parent company
Same ultimate parent company
Associate
Related Party Sogo Department Stores Co., Ltd.
Chongqing FEDS Co., Ltd.
Pacific China Holdings Ltd.
Chongqing Pacific Consultant & Management Co., Ltd.
Chengdu FEDS Co., Ltd.
Chengdu Baiyang Industry Co., Ltd.
Company Name Pacific Sogo Department Stores Co., Ltd.
Chongqing Metropolitan Plaza Pacific
Department Store Co., Ltd.
Pacific China Holdings (HK) Limited.
Chongqing FEDS Co., Ltd.
Chongqing FEDS Co., Ltd.
Chongqing Pacific Consultant &
Management Co., Ltd

103-85

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Status Ratio to
Consolidated
Operating Revenue
or Assets (Note B)
1 1 1 1 Note A: Flow of transaction:
1. From the Company to the subsidiary.
2. From the subsidiary to the Company.
3. Between subsidiaries.
Note B: If the account of the intercompany transaction is shown in the balance sheet, the ratio is the percentage of the year-end account balance to the total consolidated assets; if the account of the intercompany transaction is shown in the
statement of comprehensive income, the ratio is the percentage of the accumulated amount during the year to the total consolidated operating revenues.
Note C: Only an intercompany transaction amounting to more than 1% of total consolidated operating revenues or total consolidated assets is disclosed in this table.
Condition Rent was based on market rates and paid monthly Rent was based on market rates and received monthly Rent was based on market rates and received monthly Rent was based on market rates and paid monthly
Amount
(Note C)
$ 228,000 (228,000) (312,597) 312,597

Account
Operating expenses Operating revenue Operating revenue Operating costs and
expenses
Flow of
Transaction
(Note A)

1
2 3 3
Counter party FEDS Asia Pacific Development Co., Ltd. Far Eastern Department Stores, Ltd. Far Eastern Big City Shopping Malls
Co., Ltd.
Pacific Sogo Department Stores Co., Ltd.

Transacting Company
Far Eastern Department Stores, Ltd. FEDS Asia Pacific Development Co., Ltd. Pacific Sogo Department Stores Co., Ltd. Far Eastern Big City Shopping Malls Co., Ltd.
Number 0 1 2 3

103-86

Note A Note A 2
1
2
2
2
2
2
2
1
2
2
2
1
1
2
1
2
1
2
2
2
2
2
2
1
2
2
2
2
2
2
2
2
2
2
1
2
1
2
1
1
1
2
1
2
2
(Continued)
Share of (Loss)
Profit
$ 6,603
49,151
128,211
105,118
4,466
42,824
9,430

(7,344 )

(4,870 )
72
436

(23,975 )

(34,252 )





Net Income
(Loss) of the
Investee
$ 6,572
250,003
364,972
157,365
4,466
68,052
9,430
(7,344 )
(48,697 )
72
573
(25,063 )
(228,345 )
250,003
364,972
92,784
485,212
2,299
573
(25,063 )
364,972
364,972
734
152,284
92,784
157,365
7,701
364,972
68,052

(2,202,476 )
128,438
364,972
364,972
364,972
485,212
79,142

(2,202,476 )
79,142
-
-
-
(48,697 )
128,438
(228,345 )

(474,698 )
-
Balance as of December31, 2019
Carrying
Amount
$ 9,104,890
1,995,131
3,781,245
2,295,131
(Note B)
1,287,839
1,409,738
119,878
131,722
31,466
4,495
12,529
36,407
82,257
1,381,166
1,359,183
323,293
148,179
75,735
13,362
1
285,653
285,653
1,992,652
1,797,473
1,663,958
1,163,610
2,386,538
285,653
1,200,404
(853,022 )
259,482
158,456
2,687
18,195
10,155,959
138,250
(1,279,533 )
999,129
-
-
-
31,466
389,222
82,257
(2,311,693 )
46
Percentage of
Ownership (%)
100
20
35
67
100
54
100
100
10
100
56
96
15
14
13
5
1
47
44
-
2
2
100
70
30
33
100
2
46
40
40
1
-
-
79
3
60
29
50
48
34
10
60
15
100
100
Shares (In
Thousands)
924,991
140,297
281,734
119,981
87,744
218
3,500
41,000
3,631
950
1,571
47,827
11,651
97,116
100,250
22,203
11,254
4,901
1,259
2
19,800
19,800
200,000
149,100
132,388
60,019
232,000
19,800
185
44,080
20,000
11,000
200
1,400
650,817
6,840
66,120
60,296
26,764
100,000
7,120
3,631
30,000
11,651
130,200
2
Original Investment Amount December 31,
2018
$ 8,922,181
143,652
1,764,210
33,357
1,535,538
125,058
33,000
519,292
64,500
5,316
40,278
478,269
238,292
163,563
658,129
301,125
33,490
21,291
28,672
-
99,000
99,000
1,180,000
1,522,761
1,555,590
577,457
1,425,272
99,000
723,946
3,597,868
200,000
55,000
1,200
8,400
4,469,904
62,480
5,733,286
599,000
270,641
357,050
32,984
64,500
300,000
238,292
4,017,320
46

December 31,
2019
$ 8,922,181
143,652
1,764,210
33,357
1,535,538
125,058
33,000
919,292
64,500
5,316
40,278
478,269
238,292
163,563
658,129
301,125
33,490
21,291
28,672
-
99,000
99,000
2,000,000
1,522,761
1,555,590
577,457
2,425,272
99,000
723,946
3,853,976
200,000
55,000
1,200
8,400
4,469,904
62,480
6,117,447
599,000
270,641
357,050
32,984
64,500
300,000
238,292
4,646,900
46
Main Businesses and Products Investment
Securities brokerage
Investment
Investment
Hypermarket
Investment
Advertising and importation of certain merchandise
Department store
Marketing
Trading
Building rental
Hypermarket
Other financing and supporting services
Securities brokerage
Investment
Leasing
Department store
Importation of certain merchandise
Building rental
Hypermarket
Investment
Investment
Department store
Shopping mall
Leasing
Investment
Shopping mall
Investment
Investment
Investment
Department store
Investment
Investment
Investment
Department store
Department store
Investment
Department store
Investment
Investment
Credit card business
Marketing
Department store
Other financing and supporting services
Investment
Investment
Location Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Island
Taiwan
Taiwan
Taiwan
USA.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Island
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Island
Hong Kong
Investee Company Bai Yang Investment Co., Ltd.
Oriental Securities Corporation
Pacific Liu Tong Investment Co., Ltd.
Bai Ding Investment Co., Ltd.
Far Eastern Ai Mai Co., Ltd.
FEDS Development Ltd.
Yu Ming Advertising Agency Co., Ltd.
Ya Tung Department Stores, Ltd.
Ding Ding Integrated Marketing Service Co.
Asians Merchandise Company
Far Eastern Hon Li Do Co., Ltd.
Far Eastern CitySuper Co., Ltd.
Yuan Hsin Digital Payment Co., Ltd.
Oriental Securities Corporation
Pacific Liu Tong Investment Co., Ltd.
Far Eastern International Leasing Corp.
Pacific Sogo Department Stores Co., Ltd.
Yu Ming Trading Co.
Far Eastern Hon Li Do Co., Ltd.
Far Eastern CitySuper Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Chubei New Century Shopping Mall Co., Ltd.
FEDS Asia Pacific Development Co., Ltd.
Far Eastern International Leasing Corp.
Bai Ding Investment Co., Ltd.
FEDS New Century Development Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
FEDS Development Ltd.
Pacific China Holdings (HK) Limited
Far Eastern Big City Shopping Malls Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Sogo Department Stores Co., Ltd.
Pacific Department Store Co., Ltd.
Pacific China Holdings (HK) Limited
Pacific Department Store Co., Ltd.
Lian Ching Investment Co., Ltd.
Pacific Venture Investment Ltd.
Sogo Department Stores Co., Ltd.
Ding Ding Integrated Marketing Service Co
Far Eastern Big City Shopping Malls Co., Ltd.
Yuan Hsin Digital Payment Co., Ltd.
Pacific China Holdings Ltd.
Bai Fa China Holdings (HK), Limited
Investor Company Far Eastern Department Stores, Ltd.
Bai Ding Investment Co., Ltd.
FEDS Asia Pacific Development Co., Ltd.
FEDS New Century Development Co., Ltd.
Bai Yang Investment Co., Ltd.
Ya Tung Department Stores, Ltd.
Yu Ming Advertising Agency Co., Ltd.
Far Eastern Hon Li Do Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Sogo Department Stores Co., Ltd.
Pacific China Holdings (HK) Limited
Pacific China Holdings Ltd.

103-87

103-88

INFORMATION ON INVESTMENT IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019
$ -
-
-
-
-
-
-
-
-
-
-
-
Carrying Amount
as of
December 31,
2019
$ 169,543
(59,494)
(187,171)
756,538
5,999
11,011
934,628
1,130,884
12,020
(13,126)
(81,463)
1,540,361
Share of (Loss)
Profit
(Note D)
$ 18,420
(116,750)
(51,684)
(17,749)
91
232
112,135
-
(11,222)
(45,943)
(32,122)
(16,914)

% Ownership of
Direct or Indirect
Investment
49
67
67
67
33
100
100
22
67
67
67
20
Net Income (Loss)
of the Investee
(Note D)
$ 97,601
(173,828)
(76,952)
(26,427)
276
232
112,135
19,803
(16,709)
(69,372)
(47,826)
(99,779)
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2019
(Note A)
$ 384,718
(Note B)
29,680
(Note B)
89,940
(Note B)
5,996
(Note B)
5,142
(Note B)
-
-
-
-
-
-
-
Investment Flows Inflow $ -
-
-
-
-
-
-
-
-
-
-
-
Upper Limit on the Amount of Investment
Stipulated by Investment Commission, MOEA
$ -
(Note E)
Outflow $ -
-
-
-
-
-
-
-
-
-
-
-
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
(Note A)
$ 384,718
(Note B)
29,680
(Note B)
89,940
(Note B)
5,996
(Note B)
5,142
(Note B)
-
-
-
-
-
-
-
Method of
Investment
(Note F)
2
2
2
2
2
2
2
2
2
2
2
2
Investment Amounts Authorized by Investment
Commission, MOEA
$237,232
(US$7,913 thousand)
(Notes A and C)
Total Amount of
Paid-in Capital
(Note A)
$ 530,646
659,260
89,940
2,188,540
10,493
2,998
83,944
966,930
68,759
6,475,680
4,017,320
7,578,319
Main Businesses and
Products
Department store
Department store
Department store
Consulting services
Consulting services
Consulting services
Department store
Department store,
logistics and storehouse
Department store
Investment
Department store
Wholesale of equipment
and consulting services
Investee Company Shanghai Pacific Department Stores Co., Ltd.
Chengdu Quanxing Mansion Pacific Department
Store Co., Ltd.
Chongqing Metropolitan Plaza Pacific Department
Store Co., Ltd.
Chongqing Pacific Consultant & Management
Co., Ltd.
Shanghai Pacific Consultant & Management Co., Ltd.
Shanghai Bai Ding Consultant & Management
Co., Ltd.
Chongqing FEDS Co., Ltd.
Chengdu Baiyang Industry Co., Ltd.
Dalian Pacific Department Store Co., Ltd.
Pacific (China) Investment Co., Ltd.
Chengdu FEDS Co., Ltd.
Yuan Ding Enterprise (Shanghai) Co., Ltd.
Accumulated Outward Remittance for Investment
in Mainland China as of December 31, 2019
$ -
(Note C)

103-89

103-90

6. 2019 FINANCIAL REPORT (STAND-ALONE)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Far Eastern Department Stores, Ltd.

Opinion

We have audited the accompanying financial statements of Far Eastern Department Stores, Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

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

Basis for Opinion

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

Key Audit Matters

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

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2019 are stated as follows:

Evaluation of Impairment Loss of Goodwill on Investments in Subsidiaries

The carrying amounts of investments in the Company’s subsidiaries include goodwill, which was acquired through indirect investment on Pacific Liu Tong Investment Co. Ltd. for its operating segments in mainland China. Under IAS 36, the management of the Company performs impairment annually. When testing goodwill for impairment, the management should evaluate whether the recoverable amount is higher than the carrying amount. In determining the recoverable amount, management should estimate the future cash flows from operating segments in mainland

104

China and determine the optimal discount rate. Significant assumptions involve both judgments made by management and material estimation uncertainty. Thus, the evaluation of impairment loss of goodwill in subsidiaries is considered a key audit matter. For the accounting policy related to investments in subsidiaries, refer to Notes 4(f) and 5(a) to the accompanying financial statements in which goodwill impairment of investments in subsidiaries is included.

The key audit procedures that we performed in respect of the impairment loss of goodwill are as follows:

  1. We evaluated the expertise, competency and independence of external valuation specialists mandated by management. We verified the qualification of valuation specialists to ensure their objectivity and assignment were not influenced or restricted and we verified the methodology conducted conform to regulations.

  2. We understood the process of management’s estimation of the future sales growth rate and profit margin predicted by the operating segments in mainland China.

  3. As a consideration for the assessment reliability for year 2020 and succeeding years, we compared the 2019 budget and the actual operating results of the operating segments in mainland China and evaluated the accuracy of management's historical forecast.

  4. We confirmed the appropriateness of the discount rate used by management to assess goodwill impairment by using the same evaluation model to calculate the weighted average cost of capital ratio and whether the weighted average cost of capital used by management was significantly different.

Fair Value Evaluation of Investment Properties

As of December 31, 2019, the carrying amount of investment properties of NT$8,997,056 thousand, accounting for 11% of the total assets, is material to the financial statements. The Company’s investment properties are subsequently measured using the fair value model. In the process of fair value assessment, valuation technique and inputs require consideration of the future scheme of investment properties to estimate the discounted fair value of future cash flows. Future cash flows are extrapolated using the existing lease contracts of the Company and market rentals.

Since cash flow forecasts are subject to economic conditions, which have a high level of measurement uncertainty, we have resultantly identified the fair value evaluation of investment properties as a key audit matter. Please refer to Notes 4(i), 5(b) and 14 to the accompanying financial statements for the relevant detailed information.

The key audit procedures that we performed in respect of the fair value of investment properties are as follows:

  1. We evaluated the expertise, competency and independence of external valuation specialists mandated by management. We verified the qualification of valuation specialists to ensure that their objectivity and assignment were not influenced or restricted and we verified the methodology conducted conform to regulations

  2. We reviewed significant lease contracts to ensure the accuracy of fundamental information for cash flow forecasts.

  3. We assessed the reasonableness of the valuer’s assumptions and methods used in the valuation.

105

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

106

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Shu-Chuan Yeh and Ming-Hsing Cho.

Deloitte & Touche Taipei, Taiwan Republic of China March 27, 2020

Notice to Readers

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

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

107

FAR EASTERN DEPARTMENT STORES, LTD.

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

ASSETS
CURRENT ASSETS
Cash (Note 6)

Financial assets at amortized cost - current (Note 8)
Notes receivable (Note 9)
Trade receivables (Note 9)
Trade receivables from related parties (Notes 9 and 29)
Other receivables (Notes 9 and 29)
Inventories (Note 10)
Prepayments (Note 29)
Other current assets (Note 17)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 7 and 30)
Investments accounted for using the equity method (Notes 11, 19 and 30)

Property, plant and equipment (Notes 12, 30 and 31)

Right-of-use assets (Note 13)

Investment properties (Notes 14 and 30)
Intangible assets (Note 15)
Deferred tax assets (Note 24)
Net defined benefit assets (Note 20)
Long-term prepayments for lease (Note 16)
Other non-current assets (Notes 17 and 29)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 18 and 30)

Short-term bills payable (Note 18)

Contract liabilities - current (Note 22)

Trade payables

Trade payables to related parties (Note 29)

Other payables (Notes 19 and 29)

Current tax liabilities (Note 24)

Lease liabilities - current (Note 13)

Advance receipts (Note 29)

Current portion of long-term borrowings (Notes 18 and 30)

Other current liabilities (Notes 19 and 29)


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Notes 18 and 30)

Deferred tax liabilities (Note 24)

Lease liabilities - non-current (Note 13)

Net defined benefit liabilities (Note 20)

Other non-current liabilities (Notes 11, 13, 19 and 29)


Total non-current liabilities


Total liabilities


EQUITY

Share capital

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2019 2018


















































Amount
%
$ 538,361
1
25,271
-
3
-
345,747
1
79,534
-
279,279
-
512,976
1
215,686
-

64,807

-


2,061,664

3

3,101,049
4
19,821,401
25
18,724,837
24
25,836,205
32
8,997,056
11
55,892
-
70,344
-
234,035
-
-
-

536,733

1

77,377,552
97

$ 79,439,216
100

$ 5,000,000
6

2,499,312
3

3,024,526
4

3,612,036
5

56,943
-

2,075,491
3

161,580
-

929,821
1

193,734
-

2,500,000
3

154,488

-


20,207,931
25


11,799,757
15

2,142,641
3
14,397,967
18

-
-

100,514

-


28,440,879
36


48,648,810
61


14,169,406
18


3,327,466

4


3,298,695
4

2,865,351
4

1,931,429

2


8,095,475
10


5,295,169

7


(97,110)

-


30,790,406
39


$ 79,439,216
100


















































Amount
%
$ 746,181
1

25,095
-

140
-

710,140
1

70,052
-

337,628
1

378,188
1

237,820
-

13,780

-

2,519,024

4

2,354,351
4
19,570,715
32
25,314,067
41

-
-

9,062,640
15

50,207
-

192,145
-

-
-

2,173,763
4

321,053

-
59,038,941
96
$ 61,557,965
100
$ 6,710,000
11

2,299,032
4

2,847,832
5

4,878,840
8

76,148
-

1,284,856
2

148,613
-

-
-

188,206
-

-
-

154,900

-
18,588,427
30
11,100,000
18

2,064,540
4

-
-

89,001
-

192,091

-
13,445,632
22
32,034,059
52
14,169,406
23

3,315,420

5

3,166,880
5

2,656,286
4

2,081,772

4

7,904,938
13

4,231,252

7

(97,110)

-
29,523,906
48
$ 61,557,965
100

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

108

FAR EASTERN DEPARTMENT STORES, LTD.

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

OPERATING REVENUE (Notes 22 and 29)

OPERATING COSTS (Notes 10, 23 and 29)

GROSS PROFIT

OPERATING EXPENSES (Notes 23 and 29)
Selling and marketing expenses
General and administrative expenses
Expected credit loss (gain)

Total operating expenses

OPERATING PROFIT

NON-OPERATING INCOME AND EXPENSES
Other income (Note 23)
Other losses (Notes 23 and 29)
Finance costs (Notes 23 and 29)
Share of profit or loss of subsidiaries and associates
accounted for using the equity method

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (Notes 20, 21
and 24)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
2019
Amount
%
$ 10,614,744 100

4,168,762
39


6,445,982
61

378,762
4
3,941,540 37

513

-


4,320,815
41


2,125,167
20

177,484
2
(28,844)
-
(377,869) (4)

298,615

3


69,386

1

2,194,553 21

412,710

4


1,781,843
17

288,102
3
746,698
7
2018


























Amount
%
$ 10,781,588 100

4,285,132
40

6,496,456
60

375,165
4

4,031,963 37

(11)

-

4,407,117
41

2,089,339
19

335,487
3

(14,332)
-

(169,089) (1)

(607,556)
(6)

(455,490)
(4)

1,633,849 15

315,699

3

1,318,150
12

(5,559)
-

311,658
3
(Continued)

109

FAR EASTERN DEPARTMENT STORES, LTD.

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

Share of other comprehensive income of
subsidiaries and associates accounted for using
the equity method

Income tax relating to items that will not be
reclassified subsequently to profit or loss


Items that may be reclassified subsequently to profit
or loss:
Share of other comprehensive (loss) income of
subsidiaries and associates accounted for using
the equity method

Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE, NT$ (Note 25)

Basic

Diluted
2019
Amount
%
$ 307,216
3

(57,620)
(1)


1,284,396
12


(22,191)

-


1,262,205
12

$ 3,044,048
29

$ 1.26
$ 1.26
2018













Amount
%
$ 390,615
4

5,528

-

702,242

7

9,034

-

711,276

7
$ 2,029,426
19
$ 0.94
$ 0.93
$ $


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

(Concluded)

110

Total Equity $ 28,998,718 (86,759 ) (86,759 ) 28,911,959 - - (1,416,940 ) (1,416,940 ) (1,416,940 ) (1,416,940 ) 1,318,150 711,276 711,276 2,029,426 2,029,426 (539 ) (539 ) - 29,523,906 (585,446 ) (585,446 ) 28,938,460 - - - (1,204,400 ) (1,204,400 ) (1,204,400 ) (1,204,400 ) 1,781,843 1,262,205 1,262,205 3,044,048 3,044,048 12,298 12,298 $ 30,790,406
Treasury Shares (Note 21) $ (97,110 ) - (97,110 ) - - - - - - - - - (97,110 ) - (97,110 ) - - - - - - - - - $ (97,110 )
Other Equity (Note 21) Unrealized Gain Exchange
(Loss) on Financial
Differences on
Assets at Fair
Translating the
Unrealized (Loss)
Value Through
Financial
Gain on
Other
Statements of
Available-for-sale
Comprehensive
Gain on Property
Foreign Operations
Financial Assets
Income
Revaluation
$ 86,048
$ 1,421,503
$ -
$ 2,170,970
-
(1,421,503 )
1,242,300
-
86,048
-
1,242,300
2,170,970
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,606
-
731,520
-
4,606
-
731,520
-
-
-
-
-
-
-
(4,192 )
-
90,654
-
1,969,628
2,170,970
-
-
-
-
90,654
-
1,969,628
2,170,970
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(25,329 )
-
1,089,246
-
(25,329 )
-
1,089,246
-
-
-
-
-
$ 65,325
$ -
$ 3,058,874
$ 2,170,970
Retained Earnings (Notes 20, 21 and 24) Unappropriated Legal Reserve
Special Reserve
Earnings
$ 3,013,281
$ 2,643,743
$ 2,274,946
-
-
92,444
3,013,281
2,643,743
2,367,390
153,599
-
(153,599 )
-
12,543
(12,543 )
-
-
(1,416,940 )
153,599
12,543
(1,583,082 )
-
-
1,318,150
-
-
(24,850 )
-
-
1,293,300
-
-
(28 )
-
-
4,192
3,166,880
2,656,286
2,081,772
-
-
(585,446 )
3,166,880
2,656,286
1,496,326
-
135,735
(135,735 )
131,815
-
(131,815 )
-
73,330
(73,330 )
-
-
(1,204,400 )
131,815
73,330
(1,409,545 )
-
-
1,781,843
-
-
198,288
-
-
1,980,131
-
-
252
$ 3,298,695
$ 2,865,351
$ 1,931,429
Capital Surplus (Note 21) $ 3,315,931 - 3,315,931 - - - - - - - (511 ) - 3,315,420 - 3,315,420 - - - - - - - - 12,046 $ 3,327,466
Share Capital (Note 21) $ 14,169,406 - 14,169,406 - - - - - - - - - 14,169,406 - 14,169,406 - - - - - - - - - $ 14,169,406
BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2018 Other comprehensive (loss) income for the year ended December 31, 2018, net of income tax Total comprehensive income for the year ended December 31, 2018 Adjustments resulting from investments in subsidiaries and associates accounted for using the equity method Disposal of investments in equity instruments designated as at fair value through other comprehensive income by subsidiaries BALANCE AT DECEMBER 31, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2019 AS RESTATED Special reserve under Rule No. 1030006415 issued by the FSC Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Adjustments resulting from investments in subsidiaries and associates accounted for using the equity method BALANCE AT DECEMBER 31, 2019

111

FAR EASTERN DEPARTMENT STORES, LTD.

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

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (reversed) on receivables
Amortization of prepayments
Finance costs
Share of (profit) loss of subsidiaries and associates accounted for
using the equity method
Interest income
Dividend income
Loss on disposal of property, plant and equipment
Loss on disposal of investment properties
Loss (gain) on changes in fair value of investment properties
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable and trade payables
Trade payables to related parties
Other payables
Advance receipts
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest paid
Interest received
Dividends received
Income tax returned
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
Acquisition of investments accounted for using the equity method
Payments for property, plant and equipment
2019
$ 2,194,553
1,654,458
26,757
513
-
377,869
(298,615)
(242)
(177,242)
6,229
247
75,802
137
363,880
(9,482)
58,349
(134,788)
22,134
(51,027)
176,694
(1,266,804)
(19,205)
51,696
89,656
(412)

(34,934)

3,106,223
(427,523)
242
332,030
-

(257,461)


2,753,511

-
224
(400,000)
(986,290)
2018
$ 1,633,849

1,016,063

18,678

(11)

476

169,089

607,556

(160)

(85,322)

6,439

90,700

(32,218)

(140)

(261,485)

(11,805)

(251,557)

(47,108)

(15,109)

(2,372)

166,895

(148,006)

(8,907)

26,491

36,068

41,344

(154,066)

2,795,382

(210,771)

160

378,552

170

(186,940)

2,776,553

(25,095)

-

-

(1,272,504)
(Continued)

112

FAR EASTERN DEPARTMENT STORES, LTD.

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

Proceeds from disposal of property, plant and equipment

Payments for investment properties
Increase in other non-current assets
Payments for intangible assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings

Proceeds from short-term bills payable
Repayments of short-term bills payable

Proceeds from long-term borrowings
Repayments of long-term borrowings

Repayment of the principal portion of lease liabilities
Increase in other non-current liabilities
Dividends paid

Net cash used in financing activities

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

CASH AT THE END OF THE YEAR
2019
$ 39
(8,369)
(1,421,459)

(26,080)


(2,841,935)

77,850,000
(79,560,000)
22,093,578
(21,893,298)
65,199,757
(62,000,000)
(620,491)
13,791

(1,202,733)


(119,396)

(207,820)

746,181

$ 538,361
2018
$ 26

(306)

(54,007)

(13,155)

(1,365,041)

93,400,000
(92,990,000)

16,610,243
(16,010,399)

61,000,000
(62,000,000)

-

8,561

(1,414,847)

(1,396,442)

15,070

731,111
$ 746,181

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

(Concluded)

113

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

FAR EASTERN DEPARTMENT STORES, LTD.

1. GENERAL INFORMATION

Far Eastern Department Stores, Ltd. (the “Company” or “FEDS”) was incorporated in the Republic of China (ROC) in August 31, 1967 and operates a nationwide chain of department stores. The Company’s shares have been listed on the Taiwan Stock Exchange since October 11, 1978.

The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the board of directors on March 27, 2020.

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

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

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

  • 1) IFRS 16 “Leases”

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

Definition of a lease

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

The Company as lessee

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

113-1

activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights were recognized as prepayments for leases. The difference between the actual payments and the expenses, as adjusted for lease incentives, was recognized as other payables and other non-current liabilities. Cash flows for operating leases were classified within operating activities on the statements of cash flows. Leased assets and finance lease payables were recognized on the balance sheets for contracts classified as finance leases.

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

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

The Company also applies the following practical expedients:

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

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

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

For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the respective leased assets and finance lease payables on December 31, 2018.

The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.69%. The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

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

Less: Recognition exemption for short-term leases

Less: Commitment on lease contract before commencement date of the lease


Undiscounted amounts on January 1, 2019


Discounted amounts using the incremental borrowing rate on January 1, 2019

Add (less): Adjustments as a result of a different treatment of extension and
termination options

Lease liabilities recognized on January 1, 2019
$ 15,761,932
(1,430)

(2,847,900)
$ 12,912,602
$ 10,984,436

2,869,737
$ 13,854,173

113-2

The Company as lessor

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

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

As Originally
Stated on
January 1, 2019
Property, plant and equipment
$ 25,314,067
Right-of-use assets

-
Long-term prepayments for leases
2,173,763
Total effect on assets

Lease liabilities - current
-
Other payables
1,284,856
Lease liabilities - non-current
-
Total effect on liabilities
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
$ (7,466,818) $ 17,847,249
17,705,822
17,705,822

3,514,819
5,688,582
$ 13,753,823
$ 847,462
847,462
(100,350)
1,184,506

13,006,711
13,006,711
$ 13,753,823
  • 2) IFRIC 23 “Uncertainty over Income Tax Treatments”

IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Company should assume that the taxation authority has full knowledge of all related information when making related examinations. If the Company concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Company should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Company should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the Company expects to better predict the resolution of the uncertainty. The Company has to reassess its judgments and estimates if facts and circumstances change.

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
Reform”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
January 1, 2020 (Note 3)
  • Note 1: The Company shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

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

113-3

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

As of the date the financial statements were authorized for issue, the Company assesses the possible impacts that the application of the aforementioned amendments and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers will have on the Company’s financial position and financial performance and will disclose these other impacts when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2022 Non-current”

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

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

  • b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments and investment properties 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 the 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.

113-4

When preparing the Company’s financial statements, the Company used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owner of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatment between the parent company only basis and consolidated basis were made to investments accounted for using the equity method, share of profit or loss of subsidiaries and associates accounted for using the equity method, share of other comprehensive income of subsidiaries and associates accounted for using the equity method and related equity items, as appropriate, in the Company’s financial statements.

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

Current assets include:

  • Assets held primarily for the purpose of trading;

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

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

Current liabilities include:

  • Liabilities held primarily for the purpose of trading;

  • Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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

  • d. Foreign currencies

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

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

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purposes of presenting the Company’s financial statements, the assets and liabilities of the Company’s foreign operations (including the subsidiaries and associates in other countries or subsidiaries which use currencies that are different from the Company) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

113-5

e. Inventories

Inventories are stated at the lower cost or net realizable value, using the retail method. Inventories are recorded at the weighted-average cost on the balance sheet date. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale.

f. Investments in subsidiaries

The Company uses the equity method of accounting to recognize its investments in subsidiaries. A subsidiary is an entity that is controlled by the Company.

Under the equity method, an investment in a subsidiary is initially recognized at cost and is adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. In addition, the Company recognizes the changes in the Company’s share of equity of subsidiaries attributable to the Company.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amounts of the Company’s interests and the fair value of the consideration paid or received is recognized directly in equity.

When the Company’s share of losses of a subsidiary equals or exceeds its interest in that subsidiary (which includes any carrying amount of the investment in the subsidiary accounted for using the equity method and long-term interests that, in substance for part of the Company’s net investment in the subsidiary), the proportionate share of losses is recognized.

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

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

Profits and losses from downstream transactions with a subsidiary are eliminated in full in the Company’s financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized in the parent company only financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

113-6

  • g. Investments in associates

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. The Company uses the equity method of accounting to recognize its investments in associates.

Under the equity method, an investment in an associate is initially recognized at cost and is adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of the equity of associates attributable to the Company.

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

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

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

The Company discontinues the use of the equity method from the date on which its investment in the associate ceases. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on the disposal of the associate. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities.

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

  • h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss. Before January 1, 2019, property, plant and equipment also included assets held under finance leases.

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

113-7

The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. For assets which were held under finance leases before January 1, 2019, if their respective lease terms are shorter than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognize the asset of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss for the year.

  • i. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Beginning January 1, 2019, investment properties include properties under construction if the definition of investment properties is met. Investment properties also include land held for a currently undetermined use in the future.

Freehold investment properties are measured initially at cost, including transaction costs. All investment properties are subsequently measured using the fair value model. Changes in the fair value of investment properties are included in profit or loss for the period in which they arise.

Investment properties under construction, of which the fair value is not reliably measurable, are measured at cost less accumulated impairment loss until such time as either the fair value becomes reliably measurable or construction is completed (whichever comes earlier).

For a transfer of classification from investment properties to property, plant and equipment, the deemed cost of an item of property for subsequent accounting is its fair value at the commencement at the commencement of owner-occupation.

For a transfer of classification from property, plant and equipment to investment property at the end of owner-occupation, any difference between the fair value of the property at the transfer date and its previous carrying amount is recognized in other comprehensive income.

To derecognize an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss for the year.

  • j. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis during their expected useful lives. The estimated useful lives, residual values, and amortization method are reviewed at the end of each reporting period with the effect of any changes in estimates accounted for on a prospective basis.

  • 2) Derecognition of intangible assets

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

113-8

k. Impairment of tangible and intangible assets

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

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

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

l. Financial instruments

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

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

1) Financial assets

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

a) Measurement categories

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

  • i. Financial assets at amortized cost

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

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

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

113-9

Subsequent to initial recognition, financial assets at amortized cost, including cash, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset.

ii. Investments in equity instruments at FVTOCI

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

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

  • b) Impairment of financial assets and contract assets

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

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

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

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

  • c) Derecognition of financial assets

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

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

113-10

2) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

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

m. Revenue recognition

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

Revenue from the sale of goods are recognized as revenue when the goods are shipped or delivered because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.

When the other party participates in providing goods or services to customers, the Company obtains control of the specified goods or services before they are transferred to the customers and, therefore, is acting as a principal in the transaction. On the contrary, the other party is acting as an agent. As the principal, the total amount of the consideration that is expected to be obtained in exchange for the transfer of goods or services is recognized as income. As an agent, the amount of any fees or commissions that the other party expected to obtain in exchange for the provision of goods or services, recognized as income. The charge or commission of the Company may be the net amount of the consideration. The income retained by the Company in exchange for goods or services is the amount retained after payment to the other party.

Customer Loyalty Program, the Company offers award credits which can be used for future purchases when the customer shops. The award credits provides a material right to the customer. The transaction price allocated to the award credits is recognized as a contract liability when collected and will be recognized as revenue when the award credits is redeemed or has expired.

n. Leases

2019

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

1) The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

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

113-11

Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.

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

2) The Company as lessee

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

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities.

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

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

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

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

113-12

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1) The Company as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.

Lease incentives included in the operating lease are recognized as an asset. The aggregate cost of incentives is recognized as a reduction of rental income on a straight-line basis over the lease term. Contingent rents arising under operating leases are recognized as income in the period in which they are incurred.

2) The Company as lessee

Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheets as a finance lease obligation.

Lease incentives received under operating leases are recognized as liabilities. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis.

Contingent rents arising under operating leases are recognized as an expense in the period in which they are incurred.

3) Leasehold land for own use

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

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

o. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

113-13

p. Retirement benefit costs

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

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

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

q. Taxation

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

1) Current tax

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

Adjustments of prior years’ tax liabilities are added to or deducted from the current period’s income tax expenses.

2) Deferred tax

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

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

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

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

113-14

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For investment properties that are measured using the fair value model, the carrying amounts of such assets are presumed to be recovered entirely through their sale.

  • 3) Current and deferred tax for the year

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

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

Key Sources of Estimation Uncertainty

  • a. Impairment of goodwill included in the investments in subsidiaries

Determining whether the goodwill included in the investments in subsidiaries is impaired requires an estimation of the value in use of the cash-generating units which are expected to benefit from the synergies of the related combination and to which the goodwill has been allocated since the acquisition date. The calculation of the value in use requires management to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

  • b. Fair value measurement and valuation process of the investment properties

Third-party qualified valuers were engaged to perform the fair value evaluation of the Company’s investment properties using the appropriate valuation techniques for fair value measurements.

The valuers of the Company determined the appropriate inputs by referring to the analyses of the financial position and the operation results of investees, recent transaction prices and prices of the same equity instruments not quoted in active markets in the vicinity of the Company’s investment properties. If there are changes in the actual inputs in the future which differ from expectation, the fair value might vary accordingly. The Company updates inputs every quarter to confirm the appropriateness of the fair value measurement.

Information on the valuation techniques and inputs used in determining the fair value of investment properties is disclosed in Note 14.

113-15

6. CASH

December 31
2019
2018
Cash on hand and revolving funds
$ 35,642
$ 30,370
Checking accounts and demand deposits

502,719

715,811
$ 538,361
$ 746,181
The market rate intervals of cash in bank at the end of the reporting period are as follows:
December 31
2019
2018
Deposits in bank
0.001%-0.330%
0.01%-0.43%
December 31
2019
2018
0.001%-0.330%
0.01%-0.43%

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT

Investments in equity instruments at FVTOCI
Domestic investments
Listed shares and emerging market shares

Unlisted shares

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


2019




$ 2,993,461

107,588

$ 3,101,049
2018
$ 2,254,523

99,828
$ 2,354,351
  • a. These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes.

  • b. Refer to Note 30 for information relating to investments in equity instruments at FVTOCI pledged as security.

8. FINANCIAL ASSETS AT AMORTIZED COST - CURRENT

Time deposits with original maturities of more than 3 months
Gross carrying amount
Less: Allowance for impairment loss
Amortized cost
December 31
2019
$ 25,271
$ 25,271

-
$ 25,271
2018
$ 25,095
$ 25,095

-
$ 25,095

113-16

  • a. The credit risk of financial instruments such as bank deposits is measured and monitored by the accounting department. The Company chooses the transaction object and the other party performs good credit with the bank.

  • b. As of December 31, 2019 and 2018, the interest rates for financial assets at amortized cost were 0.67% and 0.78% as at the end of the reporting period, respectively.

9. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES (INCLUDING RELATED PARTIES)

  • a. Notes receivables
Operating
Non-operating
Less: Allowance for impairment loss
**December ** **31 **
2019
$ 3
1,794

(1,794)
$ 3
2018
$ 140
1,794

(1,794)
$ 140
December 31, 2019
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Expected credit loss
rate
0%
0%
0%
4.35%
100%

Gross carrying amount $ -
$ 3
$ -
$ -
$ 1,794

Loss allowance
(Lifetime ECL)

-

-

-

-
(1,794)


Amortized cost
$ -
$ 3
$ -
$ -
$ -

December 31, 2018
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Expected credit loss
rate
0.0002%
0.0063%
0.3046%
0.8361%
100%

Gross carrying amount $ 140
$ -
$ -
$ -
$ 1,794

Loss allowance
(Lifetime ECL)

-

-

-

-
(1,794)


Amortized cost
$ 140
$ -
$ -
$ -
$ -
Total
$ 1,797
(1,794)
$ 3
Total
$ 1,934
(1,794)
$ 140

b. Trade receivables

At amortized cost
Trade receivables

Less: Allowance for impairment loss

December 31 December 31


2019
$ 425,818

(537)

$ 425,281
2018
$ 780,216

(24)
$ 780,192

113-17

The Company’s trade receivables pertained to revenue on credit cards and goods coupons. The average credit period for revenue from credit cards was 2 to 3 days, and for goods coupons, 15 days.

In determining the recoverability of a trade receivable, the Company considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. Allowances for impairment loss were recognized against trade receivables based on estimated irrecoverable amounts determined with reference to past default experience of the counterparties and an analysis of their current financial position.

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Company’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 Company’s different customer base.

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix.

December 31, 2019

Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Expected credit loss
rate
0%
0%
0%
0%
100%

Gross carrying amount $ 421,913
$ 1,793
$ 1,575
$ -
$ 537

Loss allowance
(Lifetime ECL)

-

-

-

-

(537)


Amortized cost
$ 421,913
$ 1,793
$ 1,575
$ -
$ -

December 31, 2018
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Expected credit loss
rate
0.0003%
0.0076%
0.3703%
1.0321%
100%

Gross carrying amount $ 761,372
$ 18,289
$ 536
$ -
$ 19

Loss allowance
(Lifetime ECL)

(2)

(1)

(2)

-

(19)


Amortized cost
$ 761,370
$ 18,288
$ 534
$ -
$ -
Total
$ 425,818

(537)
$ 425,281
Total
$ 780,216

(24)
$ 780,192

113-18

The movements of the loss allowance of trade receivables were as follows:


Balance at January 1
Add: Remeasurement of loss allowance
Less: Impairment losses reversed
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ 24
513

-
$ 537
2018
$ 35
-

(11)
$ 24
  • c. Other receivables
At amortized cost
Other receivables

Less: Allowance for impairment loss

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


2019
$ 300,686

(21,407)

$ 279,279
2018
$ 359,035

(21,407)
$ 337,628

The following table details the loss allowance of trade receivables based on the Company’s provision matrix.

December 31, 2019

Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Expected credit loss
rate
0%
0%
0%
0%
100%

Gross carrying amount $ 279,279 $ - $ - $ - $ 21,407
Loss allowance
(Lifetime ECL)

-

-

-

-

(21,407)


Amortized cost
$ 279,279
$ -
$ -
$ -
$ -

December 31, 2018
Not Past Due
Less than 30
Days
31 to 60 Days 61 to 90 Days Over 90 Days
Expected credit loss
rate
0.0002%
0.0063%
0.3046%
0.8361%
100%

Gross carrying amount $ 337,628 $ - $ - $ - $ 21,407
Loss allowance
(Lifetime ECL)

-

-

-

-

(21,407)


Amortized cost
$ 337,628
$ -
$ -
$ -
$ -
Total
$ 300,686

(21,407)
$ 279,279
Total
$ 359,035

(21,407)
$ 337,628

As of December 31, 2019 and 2018, there were no impairment loss on trade receivables; therefore, no loss allowance was recognized by management.

113-19

10. INVENTORIES

Merchandise
December 31 December 31
2019
$ 512,976
2018
$ 378,188

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were $3,962,329 thousand and $4,094,492 thousand, respectively.

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries

Investments in associates

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


2019
$ 17,712,547

2,108,854

$ 19,821,401
2018
$ 17,468,257

2,102,458
$ 19,570,715

a. Investments in subsidiaries

Bai Yang Investment Co., Ltd. (BYIC)

Pacific Liu Tong Investment Co., Ltd. (PLTI)
Bai Ding Investment Co., Ltd. (BDIC)
FEDS Development Ltd. (FEDS Development)
Far Eastern Ai Mai Co., Ltd. (AIMAI)
Ya Tung Department Stores, Ltd. (YTDS)
Yu Ming Advertising Agency Co., Ltd. (YMAC)
Far Eastern CitySuper Co., Ltd (FECS)
Far Eastern Hon Li Do Co., Ltd. (FEHLD)
Asians Merchandise Company (AMC)

Add: Credit balance on the carrying amounts of investments
accounted for using the equity method and reclassified to other
liabilities
Less: Ordinary shares held by subsidiary and reclassified from
long-term investments to treasury shares
BDIC

Less: The differences of accounting treatments from the
consolidated financial statements (Note)

December 31 December 31




2019
$ 9,104,890
3,781,245
2,392,241
1,409,738
1,287,839
131,722
119,878
36,407
12,529

4,495

18,280,984
-

97,110

18,183,874

471,327

$ 17,712,547
2018
$ 9,131,939

3,838,530

2,205,608

1,411,729

1,298,433

(5,018)

95,804

60,382

12,480

4,534

18,054,421

5,018

97,110

17,962,329

494,072
$ 17,468,257

113-20

Note: Some of the Company’s leased assets from subsidiaries or investment properties which were leased to subsidiaries were evaluated under fair value method, but these investment properties were recognized as property, plant and equipment in the consolidated financial statements. In order to agree with the amount of net profit for the year, other comprehensive (loss) income and equity attributable to the owner of the Company in the consolidated financial statements, the difference of the accounting treatment between the Company only basis and the consolidated basis was adjusted under the heading of investments accounted for using the equity method, the share of (loss) profit of subsidiaries and associates was accounted for using the equity method, and the share of other comprehensive (loss) income of subsidiaries and associates was accounted for using the equity method and related equity items.

BYIC
PLTI
BDIC
FEDS Development
AIMAI
YTDS
YMAC
FECS
FEHLD
AMC
Proportion of Ownership and
Voting Rights
**December 31 **
2019
2018
100%
100%
35%
35%
67%
67%
54%
54%
100%
100%
100%
100%
100%
100%
96%
96%
56%
56%
100%
100%

Refer to Note 32 for the details of the subsidiaries indirectly held by the Company.

The Company had a 35% equity interest in PLTI. However, the proportion of the combined equity of PLTI in the Company and its subsidiaries reached 56.6%; thus, this investee was recognized as an entity over which the Company had control.

In December 2019, YTDS undertook the registration of a capital reduction to offset the deficit, which resulted in a decrease of 20,000 thousand shares in the Company’s equity in YTDS. YTDS issued shares for an increase in cash capital, and the Company acquired 40,000 thousand shares at $10 per share which totaled $400,000 thousand.

In December 2018, BYIC undertook the registration of a capital reduction to offset the deficit, which resulted in a decrease of 78,000 thousand shares in the Company’s equity in BYIC.

The investments in subsidiaries accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2019 and 2018 were based on the subsidiaries’ financial statements audited for the same years by other auditors.

  • b. Investments in associates
Associates that are not individually material
**December 31 ** **December 31 **
2019
$ 2,108,854
2018
$ 2,102,458

113-21

Aggregate information of associates that are not individually material are summarized as follows:


The Company’s share of
Net profit (loss) for the year
Other comprehensive (loss) profit
Total comprehensive profit (loss)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 10,029


(3,862)

$ 6,167
2018
$ (25,044)

11,123
$ (13,921)

The Company and its grandson company, Pacific Sogo Department Stores Co., Ltd. (SOGO) invested in Ding Integrated Marketing Service Co., Ltd. (DDIM) and Yuan Hsin Digital Payment Co., Ltd. (YHDP), in amounts totaling 20% of each Company’s shares. As a result, these investments were accounted for using the equity method.

In July 2019 and November 2018, YHDP undertook the registration of a capital reduction to offset the deficit, which resulted in a decrease in the Company’s equity in YHDP of 3,662 thousand shares and 3,403 thousand shares, respectively.

In June 2018, DDIM undertook the registration of a capital reduction to offset the deficit, which resulted in a decrease in the Company’s equity in DDIM of 3,540 thousand shares.

The investments in associates accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2019 and 2018 were based on the associates’ financial statements audited for the same years by other auditors.

Refer to Note 30 for the information on the carrying amounts of investments in associates accounted for using the equity method that were pledged as security.

12. PROPERTY, PLANT AND EQUIPMENT


Cost


Balance at January 1, 2018
Additions
Disposals
Reclassifications

Balance at December 31,
2018

Accumulated depreciation
and impairment
Balance at January 1, 2018
Disposals
Depreciation expense


Balance at December 31,
2018


Carrying amount at
December 31, 2018
Land
$ 8,038,597

-
-

-

$ 8,038,597

$ -

-

-

$ -

$ 8,038.597
Buildings
$ 9,370,709

-
-

-

$ 9,370,709

$ (2,095,026 )
-

(161,727)

$ (2,256,753)

$ 7,113,956
Buildings and
Facilities
$ 5,691,857

104,241
(8,269 )

40,088

$ 5,827,917

$ (3,726,485 )
7,146

(413,612)

$ (4,132,951)

$ 1,694,966
Decorative
Facilities
Equipment Held
Under Finance
Leases
Plant,
Transportation
and
Miscellaneous
Equipment

$ 5,841,328
$ 5,720,940
$ 614,283

33,652
-
15,060

(60,339 )
(1,474,493 )
(6,285 )

-

450,373

100

$ 5,814,641
$ 4,696,820
$ 623,158

$ (4,955,303 ) $ (2,170,434 ) $ (433,705 )
54,737
1,474,493
6,058

(318,551)

(157,568)

(54,477)
$ (5,219.117)
$ (853,509)
$ (482,124)
$ 595.524
$ 3,843,311
$ 141,034
Construction in
Progress
Total
$ 3,123,287
$ 38,401,001
1,217,489
1,370,442

-
(1,549,386 )

(454,097)

36,464
$ 3,886,679
$ 38.258.521
$ (13,380,953 )
1,542,434

(1,105,935)
$ (12,944,454)
$ 3,886,679
$ 25,314,067
(Continued)

113-22


Cost


Balance at January 1, 2019
Adjustments on initial
application of IFRS 16

Balance at January 1, 2019
(restated)
Additions
Disposals
Transfer from investment
Properties
Transfer to investment
properties
Reclassifications

Balance at December 31,
2019

Accumulated depreciation
and impairment
Balance at January 1, 2019
Adjustments on initial
application of IFRS 16

Balance at January 1, 2019
(restated)
Disposals
Depreciation expense

Balance at December 31,
2019


Carrying amount at
December 31, 2019
Land
$ 8,038,597


-

8,038,597
-
-
-
-

-

$ 8,038,597

$ -


-

-
-

-

$ -

$ 8,038,597
Buildings
$ 9,370,709


-

9,370,709
-
-
-
-

-

$ 9,370,709

$ (2,256,753 )

-

(2,256,753 )
-

(161,727)

$ (2,418,480)

$ 6,952,229
Buildings and
Facilities
$ 5,827,917


-

5,827,917
180,829
(13,367 )
58
-

965,811

$ 6,961,248

$ (4,132,951 )

-


(4,132,951 )
11,677

(418,995)

$ (4,540,269)

$ 2,420,979
Decorative
Facilities
Equipment Held
Under Finance
Leases
Plant,
Transportation
and
Miscellaneous
Equipment

$ 5,814,641
$ 4,696,820
$ 623,158


-

(4,696,820)

-

5,814,641
-
623,158
285,826
-
71,827

(38,823 )
-
(19,005 )
-
-
-
-
-
-

458,253

-

42,786

$ 6,519,897
$ -
$ 718,766

$ (5,219,117 ) $ (853,509 ) $ (482,124 )

-

853,509

-

(5,219,117 )
-
(482,124 )
34,404
-
18,490

(226,620)

-

(50,664)
$ (5,411,333)
$ -
$ (514,298)
$ 1,108,564
$ -
$ 204,468
Construction in
Progress
Total
$ 3,886,679
$ 38,258,521

(3,623,507)

(8,320,327)
263,172
29,938,194
1,195,044
1,733,526

-
(71,195 )
-
58
(2,154 )
(2,154 )

(1,456,062)

10,788
$ -
$ 31,609,217
$ (12,944,454 )

853,509
(12,090,945 )
64,571

(858,006)
$ (12,884,380)
$ -
$ 18,724,837
(Concluded)

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings 55 years Buildings and facilities 8-15 years Decorative facilities 6 years Equipment held under finance leases 35-50 years Plant, transportation, and miscellaneous equipment 5-8 years

Some of the investment properties were transferred to property, plant and equipment at their fair value as the use of these assets changed to self-use for the year ended December 31, 2019.

Refer to Note 30 for the information on the carrying amounts of property, plant and equipment that were pledged as security.

13. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
Carrying amounts
Land

Buildings
Plant, transportation, and miscellaneous equipment

December 31,
2019
$ 8,038,783
17,797,153

269
$ 25,836,205

113-23


Depreciation charge for right-of-use assets
Land

Buildings
Plant, transportation, and miscellaneous equipment


Lease liabilities - 2019

Carrying amounts
Current

Non-current

Range of discount rate for lease liabilities was as follows:

Land
Buildings
Plant, transportation, and miscellaneous equipment
For the Year
Ended
December 31,
2019
$ 152,646
727,524

54
$ 880,224
December 31,
2019
$ 929,821
$ 14,397,967
December 31,
2019
1.17%-1.72%
0.90%-1.72%
0.92%
  • b. Lease liabilities - 2019

  • c. Material lease-in activities and terms

The Company operates a retail business of leasing property and equipment for its operating activities with lease term of 3 to 50 years. In addition to fixed payments, some lease contracts also indicate variable lease payments with different conditions. Some stores are leased by acquiring land use rights to build buildings and transfer buildings to lessor unconditionally at the end of the lease term.

  • d. Other lease information
2019
For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $
5,113
Expenses relating to low-value asset leases $
3,866
Expenses relating to variable lease payments not included in the measurement of
lease liabilities $
19,065
Total cash outflow for leases $ (1,784,930)

The Company has elected to apply the recognition exemption for short-term leases and low-value assets leases and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

113-24

2018

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

Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

December 31,
2018
$ 849,693
3,355,437

11,556,802
$ 15,761,802

The lease payments and sublease payments recognized in profit or loss were as follows:

For the Year
Ended
December 31,
2018
Minimum lease payments $ 893,445
Contingent rental payments
23,925
$ 917,370

14. INVESTMENT PROPERTIES

Balance at January 1, 2018

Additions
Disposals
Gain on changes in the fair value of
investment properties

Balance at December 31, 2018
Transfers to property, plant and
equipment
Additions
Disposals
Reclassification
Loss on changes in the fair value of
investment properties

Balance at December 31, 2019
Land
Buildings and
Facilities
Investment
Properties
under
Construction
$ 6,222,180 $ 2,898,636 $ -
-
306
-
-
(90,700)
-

27,792

4,426

-

6,249,972
2,812,668
-
-
(58)
-
-
(247)
-
-
399
7,970
-
-
2,154

(33,638)

(42,164)

-

$ 6,216,334
$ 2,770,598
$ 10,124
Total
$ 9,120,816

306

(90,700)

32,218

9,062,640

(58)

(247)

8,369

2,154

(75,802)
$ 8,997,056

The investment properties located in the Hualien area were affected by the earthquake which occurred on February 6, 2018, which caused significant damage to the investment properties. The Company demolished the building in March 2018 and recognized loss on disposal of investment properties of $90,621 thousand in 2018.

113-25

Some of the Company’s investment properties had been leased out under operating leases with lease term of 1-20 years, and the lease contracts include the lessee’s buy-back agreement.

Except for minimum lease payments, some of the Company’s lease contracts stipulate that the Company should adjust rentals on the basis of the consumer price index per annum.

The maturity analysis of lease payments receivable under operating leases of investment properties at December 31, 2019 as follows:

December 31, December 31,
2019
Year 1 $ 221,158
Year 2 130,057
Year 3 99,322
Year 4 84,961
Year 5 67,599
Year 6 onwards 222,406
$ 825,503

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

December 31,
2018
Not later than 1 year $ 189,184
Later than 1 year and not later than 5 years 375,047
Later than 5 years
252,863
$ 817,094

The fair values of the investment properties as of December 31, 2019 and 2018 were based on the valuations carried out at those dates, on a recurring basis by independent qualified professional valuers, Hong-Kai Chang, Yi-Chih Chang, Yu-Fen Yeh and Kuang-Ping Tai from Savills Real Estate Appraiser Office, a member of certified ROC real estate appraisers.

Except for undeveloped lands, the fair values of investment properties were measured using the income approach and the significant assumptions used are the increase in the estimated future net cash inflows, or the decrease in discount rates that would result in increases in the fair values.

Expected future cash inflows

Expected future cash outflows

Expected future cash inflows, net

Discount rate
December 31 December 31


2019
$ 21,531,652

2,443,572

$ 19,088,080

4.345%
2018
$ 21,573,710

2,272,008
$ 19,301,702
4.345%

The market rentals in the area where the investment properties are located were between $1 thousand and $2 thousand per ping (i.e., per 3.3 square meters). The market rentals for comparable properties were between $1 thousand and $4 thousand per ping (i.e., per 3.3 square meters).

113-26

The expected future cash inflows generated by investment properties referred to rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the existing lease contracts of the Company and comparative market rentals covering 5-10 years, taking into account the annual rental growth rate. The interest income on rental deposits was extrapolated by the one-year average deposit interest rate, and the disposal value was determined by the direct capitalization method under the income approach. The expected future cash outflows on investment properties included expenditures such as property taxes, insurance premiums, management fees, maintenance costs and replacement allowances. These expenditures were extrapolated on the basis of the current level of expenditures, taking into account the future adjustments to the government-announced land value, the tax rate promulgated under the Construction Cost Index and the House Tax Act and construction costs.

The discount rate was determined with reference to the interest rate for two-year time deposits of Chunghwa Post Co., Ltd. plus 0.75% and the risk premium of investment properties of 2.5%.

Part of the land owned by the Company, where is located in the east of Taiwan, was not developed yet. The fair value of the undeveloped land area was measured by the land development analysis approach. The increase in the estimated total sales price, the increase in the rate of return, or the decrease in the overall capital interest rate would result in increase in the fair value. The significant assumptions used are as follows:

Estimated total sales price

Rate of return
Overall capital interest rate
December 31 December 31
2019
$ 1,511,974

18%-20%
1.56%-3.08%
2018
$ 1,965,503
16%-20%
1.49%-3.90%

The total sales price is estimated on the basis of the most effective use of land or property available for sale after development is completed, taking into account the related regulations, optimism of domestic macroeconomic prospects, local land use, and comparable market prices.

Refer to Note 30 for the information on the carrying amounts of investment properties pledged as collateral for borrowings.

15. INTANGIBLE ASSETS

Cost
Balance at January 1, 2018

Additions
Reclassifications

Balance at December 31, 2018
Computer
Software
$ 90,975
13,155

5,729
$ 109,859
(Continued)

113-27

Accumulated amortization and impairment
Balance at January 1, 2018

Amortization expenses

Balance at December 31, 2018

Carrying amount at December 31, 2018

Cost
Balance at January 1, 2019

Additions
Reclassifications

Balance at December 31, 2019

Accumulated amortization and impairment
Balance at January 1, 2019

Amortization expenses

Balance at December 31, 2019

Carrying amount at December 31, 2019
Computer
Software
$ (40,974)

(18,678)
$ (59,652)
$ 50,207
$ 109,859
26,080

6,362
$ 142,301
$ (59,652)

(26,757)
$ (86,409)
$ 55,892
(Concluded)

The following intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Computer software
LONG-TERM PREPAYMENTS FOR LEASES
Xinyi Division A13 - land use rights
3-5 years
December 31
3-5 years
December 31
2019
$ -
2018
$ 2,173,763

16. LONG-TERM PREPAYMENTS FOR LEASES

In September 2003, the Company acquired the land use rights for No. A13 in Xinyi District of Taipei City, which is owned by the Taipei City Government. The total amount of the land use rights was $3,196,888 thousand, and the Company completed the registration of its acquisition of the land use rights in October 2003. Under the contract, the Company has the right to use the land for 50 years from the time of completion of the land use rights’ registration. The initial monthly rental is $3,771 thousand, to be adjusted annually in accordance with the assessed and publicly announced land value on the contract date. The construction had been completed and transferred to right-of-use assets in 2019.

113-28

17. OTHER ASSETS

Refundable deposits

Prepayments
Leasing incentives
Others (Note 30)


Current

Non-current

December 31 December 31





2019
$ 159,027

67,716
309,990
64,807

$ 601,540

$ 64,807

536,733

$ 601,540
2018
$ 122,173
45,262
153,218

14,180
$ 334,833
$ 13,780

321,053
$ 334,833

18. BORROWINGS

  • a. Short-term borrowings
Credit loans

Secured loans (Note 30)


Interest rate intervals are as follows:
Credit loans
Secured loans
December 31 December 31


2019
$ 4,300,000

700,000

$ 5,000,000

0.90%-1.00%
0.92%
2018
$ 5,800,000

910,000
$ 6,710,000
0.89%-0.98%
0.92%-1.23%
  • b. Short-term bills payable
Commercial papers

Less: Unamortized discount on bills payable

December 31 December 31


2019
$ 2,500,000

688

$ 2,499,312
2018
$ 2,300,000

968
$ 2,299,032

113-29

Outstanding short-term bills payable are as follows:

December 31, 2019

Promissory Institution
Commercial papers
Mega Bills Finance

Shanghai Bank
China Bills Finance
Grand Finance
International Bills Finance
Taiwan Cooperative Bills
Finance
Taiwan Bills Finance
Ta Ching Bill Finance


December 31, 2018
Promissory Institution
Commercial papers
Mega Bills Finance

Shanghai Bank
China Bills Finance
Grand Finance
International Bills Finance
Taiwan Cooperative Bills
Finance
Taiwan Bills Finance
Ta Ching Bill Finance

Nominal
Amount
$ 600,000
500,000
350,000
300,000
200,000
200,000
200,000

150,000

$ 2,500,000

Nominal
Amount
$ 550,000
500,000
350,000
200,000
200,000
200,000
150,000

150,000

$ 2,300,000
Discount
Amount
$ 127

251

64

113

29

74

5

25

$ 688

Discount
Amount
$ 28

391

232

17

33

94

68

105

$ 968
Carrying
Amount
Interest
Rate
Collateral
$ 599,873
0.73%
-


499,749
0.482%
-

349,936
0.50%
-

299,887
0.90%
-

199,971
0.70%
-

199,926
0.83%
-

199,995
0.70%
-

149,975
0.74%
-

$ 2,499,312

Carrying
Amount
Interest
Rate
Collateral
$ 549,972
0.77%
-


499,609
0.60%
-

349,768
0.49%
-

199,983
0.88%
-

199,967
0.68%
-

199,906
0.86%
-

149,932
0.75%
-

149,895
0.91%
-

$ 2,299,032
Carrying
Amount of
Collateral
$ -
-
-
-
-
-
-

-
$ -
Carrying
Amount of
Collateral
$ -
-
-
-
-
-
-

-
$ -

c. Long-term borrowings

Secured loans

Credit loans
Revolving commercial papers

Less: Current portion

Long-term borrowings
**December 31 ** **December 31 **



2019
$ 10,100,000
3,000,000

1,199,757

14,299,757

2,500,000

$ 11,799,757
2018
$ 10,100,000

1,000,000

-

11,100,000

-
$ 11,100,000

113-30

Interest rate intervals are as follows:

Secured loans

Credit loans

Revolving commercial papers
December 31
2019
2018
0.900%-1.720% 0.900%-1.720%
0.900%-1.200% 0.900%-0.920%
0.399%-0.429%
-

19. OTHER LIABILITIES

Other payables
Payables for salaries and bonus

Payables for purchase of equipment
Payables for remuneration of directors
Payables for employees’ compensation
Others


Other liabilities
Deposits received

Lease incentives
Credit balance on the carrying amount of investments accounted
for using the equity method
Others



Current
Other payables

Other liabilities

Non-current
Other liabilities
December 31 December 31









2019
$ 316,121

939,356
162,342
76,257
581,415

$ 2,075,491

$ 100,514

-
-
154,488

$ 255,002

$ 2,075,491

$ 154,488

$ 100,514
2018
$ 262,213
226,902
152,049
57,184

586,508
$ 1,284,856
$ 86,723
100,350
5,018

154,900
$ 346,991
$ 1,284,856
$ 154,900
$ 192,091

20. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plan

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

113-31

b. Defined benefit plan

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

The amounts included in the balance sheets in respect of the Company’s defined benefit plan are as follows:

Present value of the defined benefit obligation

Fair value of the plan assets

Net defined benefit (assets) liabilities
December 31


2019
2018
$ 690,534
$ 667,816
(924,569)
(578,815)
$ (234,035)
$ 89,001

Movements in net defined benefit liabilities are as follows:

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liabilities
Balance at January 1, 2018 $ 742,897
$ (505,389)
$ 237,508
Service cost
Current service cost 7,088 - 7,088
Net interest expense (income)
9,286

(6,356)

2,930
Recognized in profit or loss
16,374

(6,356)

10,018
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (43,357) (43,357)
Actuarial loss - changes in demographic
assumptions 6,684 - 6,684
Actuarial loss - changes in financial
assumptions 8,750 - 8,750
Actuarial loss - experience adjustments
33,482

-

33,482
Recognized in other comprehensive income
48,916

(43,357)

5,559
Contributions from the employer -
(164,084)
(164,084)
Benefits paid (140,371)

140,371

-
Balance at December 31, 2018 667,816
(578,815) 89,001
Service cost
Current service cost 5,581 - 5,581
Net interest expense (income)
7,513

(6,544)

969
Recognized in profit or loss
13,904

(6,544)

6,550

(Continued)

113-32

Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liabilities
Remeasurement
Return on plan assets (excluding amounts
included in net interest) $
-
$ (332,601)
$ (332,601)
Actuarial loss - changes in demographic
assumptions 10,111 - 10,111
Actuarial loss - changes in financial
assumptions 25,992 - 25,992
Actuarial loss - experience adjustments 8,496

-

8,496
Recognized in other comprehensive income 44,499
(332,601)
(288,102)
Contributions from the employer - (41,449) (41,449)
Benefits paid (34,840) 34,840 -
Company account paid (35)

-

(35)
Balance at December 31, 2019 $ 690,534
$ (924,569)
$ (234,035)
(Concluded)

Through the defined benefit plan under the Labor Standards Law, the Company is exposed to the following risks:

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

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

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

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

Discount rate
Expected rate of salary increase
December 31
2019
2018
0.750%
1.125%
2.000%
2.000%

113-33

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

(decrease) as follows:
Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
December 31



2019
$ (17,601)

$ 18,275

$ 17,730

$ (17,168)
2018
$ (17,528)
$ 18,207
$ 17,728
$ (17,156)

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

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2019
$ 5,417

10.4 years
2018
$ 5,680
10.7 years

21. EQUITY

  • a. Share capital

Ordinary shares

Shares authorized (in thousands of shares)

Shares authorized

Shares issued and fully paid (in thousands of shares)

Shares issued
December 31 December 31



2019

1,750,000

$ 17,500,000


1,416,941

$ 14,169,406
2018

1,750,000
$ 17,500,000

1,416,941
$ 14,169,406

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

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note)
Issuance in excess of ordinary shares

Treasury share transactions
May only be used to offset a deficit
Changes in percentage of ownership interest in subsidiaries and
associates

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


2019
$ 2,142,074

1,173,346
12,046

$ 3,327,466
2018
$ 2,142,074
1,173,346

-
$ 3,315,420

113-34

Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

  • c. Retained earnings and dividend policy

According to the Company’s Articles of Incorporation, net income should be used to pay its business income tax and offset deficits. From any remaining net income, 10% will be appropriated as a legal reserve, and a special reserve as required by government regulations. After adding prior years’ unappropriated earnings, the Company could retain a certain amount for expansion plans and then make the appropriation equally to each shareholder. However, if there is an increase in capital during the year, bonuses appropriated to new shareholders should be allocated based on the resolution passed in the shareholders’ meeting. For information about the policies of employees’ compensation and remuneration of directors prior to and after the amendments to the Company’s Articles of Incorporation, refer to Note 23.

The Company’s distribution of dividends would be in consideration of economic conditions, tax obligations, and operating requirements for cash. For an orderly system of dividend distribution, the dividends are distributed in accordance with the Articles of Incorporation. In addition, improvements of the financial structure and support for investment, capacity expansion or other major capital expenditures. The cash dividends to be distributed should not be below 50% than the current year’s post-tax net profit deduction, offsetting losses of previous years, the statutory surplus reserve and the special surplus reserve, except for the improvement of financial structure and the transfer of funds, capacity expansion or other major capital expenditures. The cash dividends to be distributed should not be below 10% of the total cash and share dividends for the current accounting year.

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

Under Order No. 1010012865, Order No. 1010047490 and Order No. 1030006415 issued by the FSC and the directive titled Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs, the Company should appropriate or reverse to a special reserve.

The appropriations of earnings for 2018 and 2017, which were approved in the shareholders’ meetings on June 25, 2019 and June 21, 2018, respectively, are as follows:


Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 131,815

$ 73,330

$ 1,204,400

$ 0.85
2017
$ 153,599
$ 12,543
$ 1,416,940
$ 1.00

113-35

The appropriation of earnings for 2019 was proposed by the board of directors on March 27, 2020. The appropriations and dividends per share are as follows:

For the Year For the Year
Ended
December 31,
2019
Legal reserve $ 125,920
Special reserve $ (156,088)
Cash dividends $ 1,133,552
Cash dividends per share (NT$) $ 0.80

The appropriation of earnings for 2019 was resolved in the shareholders’ meeting held on June 24, 2020.

d. Special reserve


Beginning at January 1

Initial application of IFRS 16
Appropriation in respect of net increases in the fair value of
investment properties

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


2019
$ 2,656,286

135,735
73,330

$ 2,865,351
2018
$ 2,643,743
-

12,543
$ 2,656,286

On the initial application of the fair value model to investment properties and on the initial application of IFRS 16, property leasehold interests which were previously accounted for as operating leases under IAS 17 are recognized as investment properties and measured at fair value, the Company appropriated for a special reserve at the amount that was the same as the net increase arising from fair value measurement and transferred to retained earnings. The additional special reserve should be appropriated for subsequent net increases in fair value. The amount appropriated may be reversed to the extent that the cumulative net increases in fair value decrease or on the disposal of investment properties.

e. Other equity items

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

Beginning at January 1
Share of exchange difference of subsidiaries and associates
accounted for using the equity method
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 90,654

(25,329)

$ 65,325
2018
$ 86,048

4,606
$ 90,654

113-36

  • 2) Unrealized gain (loss) on financial assets at FVTOCI

Beginning at January 1

Recognized for the year

Unrealized gain - equity instruments

Share from subsidiaries and associates accounted for using
the equity method

Other comprehensive income recognized for the year
Reclassification adjustment

Cumulative unrealized loss of equity instruments
transferred to retained earnings due to disposal


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







2019
$ 1,969,628


746,698

342,548

3,058,874

-


$ 3,058,874
2018
$ 1,242,300
311,658

419,862
1,973,820

(4,192)
$ 1,969,628
  • f. Treasury shares

The shares that the subsidiaries held were acquired before the Company Act was amended in 2001. The Company’s shares held by its subsidiaries at the end of the reporting period are as follows:

December 31, 2019

Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
Bai Ding Investment
8,207

December 31, 2018
Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
Bai Ding Investment
8,207
Carrying
Amount
Market Price
$ 97,110
$ 213,771
Carrying
Amount
Market Price
$ 97,110
$ 128,837

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuances for cash and to vote.

113-37

22. REVENUE


Sale of goods (Note)

Commissions from concessionaires’ sales (Note)
Maintenance and promotion fee income
Rental income
Investment properties (Note 14)
Variable lease payments that do not depend on an index or a
rate and contingent rentals
Other lease payments


Other operating leases
Variable lease payments that do not depend on an index or a
rate
Other lease payments



Others


Note:
Gross revenue is presented as follows:

Concessionaires’ sales

Sale of goods


Contract Balances
December 31,
2019
Contract liabilities - current
Sale of goods
$ 2,991,519

Customer loyalty programs

33,007


$ 3,024,526
For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 4,791,146 $ 4,919,075
3,892,189
3,980,764
713,187
780,782
21,922
22,568

178,336

137,102

200,258

159,670
82,465
93,232

541,779

440,010

624,244

533,242

824,502

692,912

393,720

408,055
$ 10,614,744
$ 10,781,588
For the Year Ended December 31





2019
2018
$ 37,141,303 $ 37,076,151

5,035,862

5,189,052
$ 42,177,165
$ 42,265,203
December 31,
2018
January 1, 2018
$ 2,807,936
$ 2,643,333
39,896

37,604
$ 2,847,832
$ 2,680,937

Refer to Note 9 for the information of notes receivables and trade receivables.

The changes in the balance of contract liabilities primarily result from the timing difference between the Company’s performance and the respective customer’s payment.

113-38

Revenue of the reporting period recognized from the beginning contract liabilities which were satisfied in the previous periods is as follows:


From contract liabilities at the start of the years
Sale of goods

Customer loyalty programs

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


2019
$ 1,270,069

39,896

$ 1,309,965
2018
$ 1,198,864

37,604
$ 1,236,468

23. NET PROFIT FOR THE YEAR

Net profit for the year includes the following items:

  • a. Operating costs

Operating costs
Cost of sales

Rental costs
Others


b. Other income

Interest income
Bank deposits

Dividends income
Insurance claim income


c. Other gains and losses

Loss on disposal of investment properties, net

Foreign exchange (loss) gain, net
Loss on disposal of property, plant and equipment, net
(Loss) gain arising on changes in fair value of investment
properties, net
Other gains
Other losses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 3,962,329
$ 4,094,492
171,075
153,132

35,358

37,508
$ 4,168,762
$ 4,285,132
For the Year Ended December 31
2019
$ 242

177,242

-

$ 177,484

For the Year Ended
2018
$ 160
85,322

250,005
$ 335,487
December 31


2019
$ (247)

(63)
(6,229)
(75,802)
63,041
(9,544)

$ (28,844)
2018
$ (90,700)
614
(6,439)
32,218
61,003

(11,028)
$ (14,332)

113-39

d. Finance costs


Interest on lease liabilities

Interest on bank loans
Other interest expense

Total interest expense for financial liabilities measured at fair
value through profit or loss
Less: Amounts included in the cost of qualifying assets


Information about capitalized interest is as follows:

Capitalized interest amount
Capitalization rate interval
e. Depreciation and amortization

Property, plant and equipment

Right-of-use assets
Less: Adjustment to receipts in advance and depreciation

Intangible assets (including amortization expenses)


An analysis of deprecation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses

f. Operating expenses directly related to investment properties

Direct operating expenses from investment properties generating
rental income

Direct operating expenses from investment properties not
generating rental income

For the Year Ended For the Year Ended December 31
2019
$ 227,021

200,590

24,730

452,341

(74,472)

$ 377,869

For the Year Ended
2018
$ -
210,066

17,676
227,742

(58,653)
$ 169,089
December 31
2019
2018
$ 74,472
$ 58,653
0.98%-1.02%
0.98%-1.05%
For the Year Ended December 31
2019
2018
$ 858,006
$ 1,105,935
880,224
-

(83,772)

(89,872)
1,654,458
1,016,063

26,757

18,678
$ 1,681,215
$ 1,034,741
$ 88,000
$ 68,723

1,566,458

947,340
$ 1,654,458
$ 1,016,063
$ 26,757
$ 18,678
For the Year Ended December 31


2019
$ 62,278

41,427

$ 103,705
2018
$ 43,798

56,286
$ 100,084

113-40

g. Employee benefits expenses


Post-employment benefits (Note 20)
Defined contribution plan

Defined benefit plan

Other employee benefits

Total employee benefits expenses

An analysis of employee benefits expenses by function
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2019
$ 32,860

6,550

39,410
1,144,299

$ 1,183,709

$ 1,183,709
2018
$ 31,166

10,018
41,184

1,102,057
$ 1,143,241
$ 1,143,241
  • h. Employees’ compensation and remuneration of directors

According to the Company’s Articles, the Company accrued employees’ compensation and remuneration of directors at a rate of 2% to 3.5% and no less than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018, which were approved by the Company’s board of directors on March 27, 2020 and March 20, 2019, respectively, are as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
Amount

Employees’ compensation

Remuneration of directors
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
2018
3.2%
3.2%
2.4%
2.4%
For the Year Ended December 31
2019
Cash
$ 74,392

55,794
2018
Cash
$ 55,384
41,538

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

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

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

113-41

24. INCOME TAX

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:


Current income tax
In respect of the current year

Adjustments for the prior year


Deferred income tax
In respect of the current year
Effect of tax rate changes
Adjustments for the prior year


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





2019
$ 267,838

2,590

270,428

136,596
-
5,686

142,282

$ 412,710
2018
$ 210,927

58

210,985
26,916
143,241

(65,443)

104,714
$ 315,699

A reconciliation of accounting profit and income tax expenses are as follows:


Profit before income tax from continuing operations

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences
Effect of tax rate changes
Adjustments for prior years’ income tax
Adjustments for prior years’ deferred tax
Land value increment tax
Others

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



2019
$ 2,194,553

$ 438,911

234
(87,196)
63,258
-
2,590
5,686
(10,951)
178

$ 412,710
2018
$ 1,633,849
$ 326,770
680

(64,791)
6,004
143,241
58
(65,443)

(25,275)

(5,545)
$ 315,699

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

b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year
Effect of tax rate changes
Remeasurement on defined benefit plans
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ -
(57,620)
$ (57,620)
2018
$ 4,416

1,112
$ 5,528

113-42

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31 December 31

2019
$ -

$ 161,580
2018
$ -
$ 148,613

d. Deferred tax assets and liabilities

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

For the year ended December 31, 2019

Deferred tax assets
Temporary differences
Investments accounted for using the
equity method

Promotion expense on coupons
Right-of-use assets
Differences of pension in determining
taxable income
Others


Deferred tax liabilities
Temporary differences
Depreciation

Reserve for land revaluation increment
tax
Investment properties
Investments accounted for using the
equity method
Differences of pension in determining
taxable income
Others

Opening
Balance
$ 111,485
17,497
20,071
17,899

25,193

$ 192,145

$ 1,021,521
391,157
382,988
236,775
-

32,099

$ 2,064,540
Recognized
in Profit or
Loss
$ (102,050)

991

-

12,654

(2,843)

$ (91,248)

$ 10,212

-

(19,384)

8,565

19,740

31,901

$ 51,034
Recognized
in Other
Comprehen
sive Income
$ -

-

-

(30,553)

-

$ (30,553)

$ -

-

-

-

27,067

-

$ 27,067
Closing
Balance
$ 9,435

18,488

20,071

-

22,350

$ 70,344

$ 1,031,733

391,157

363,604

245,340

46,807

64,000

$ 2,142,641

113-43

For the year ended December 31, 2018

Deferred tax assets
Temporary differences
Investments accounted for
using the equity method
Promotion expense on
coupons
Lease incentives
Differences of pension in
determining taxable
income
Others


Deferred tax liabilities
Temporary differences
Depreciation

Reserve for land
revaluation increment
tax
Investment properties
Investments accounted for
using the equity method
Others

Opening
Balance
Effect of Tax
Rate Change
$ 23,383 $ 4,126
14,238
2,513
15,775
2,784
40,376
7,125

17,849

3,150

$ 111,621
$ 19,698

$ 925,938 $ 163,400
391,157
-
369,362
(39,885)

196,147
34,614

2,226

394

$ 1,884,830
$ 158,523
Recognized
in Profit or
Loss
$ 83,976

746

1,512

(30,714)

4,194

$ 59,714

$ (67,817)

-

53,511

6,014

29,479

$ 21,187
Recognized
in Other
Comprehen
sive Income
$ -

-

-

1,112

-

$ 1,112

$ -

-

-

-

-

$ -
Closing
Balance
$ 111,485

17,497

20,071

17,899

25,193

$ 192,145

$ 1,021,521

391,157

382,988

236,775

32,099

$ 2,064,540

e. Deductible temporary differences for which no deferred tax assets were recognized in the balance sheets

Deductible temporary differences
December 31 December 31
2019
$ 935,976
2018
$ 624,916

f. Income tax assessments

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

25. EARNINGS PER SHARE

Unit: NT$ Per Share


Basic earnings per share
Diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2019
$ 1.26

$ 1.26
2018
$ 0.94
$ 0.93

113-44

Earnings and weighted average number of ordinary shares outstanding for the computation of earnings per share are as follows:

Net Profit for the Year


Net profit for the year

Effect of potential dilutive ordinary shares:
Employees’ compensation

Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 1,781,843

-

$ 1,781,843
2018
$ 1,318,150

-
$ 1,318,150

Shares


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

Effect of potential dilutive ordinary shares:
Employees’ compensation

Weighted average number of ordinary shares outstanding in
computation of dilutive earnings per share
(In Thousand Shares)
For the Year Ended December 31
(In Thousand Shares)
For the Year Ended December 31
(In Thousand Shares)
For the Year Ended December 31


2019
1,408,734

4,031

1,412,765
2018
1,408,734

4,931
1,413,665

If the Company offered to settle the compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation or bonus 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 their meeting in the following year.

26. CASH FLOW INFORMATION

a. Non-cash transactions

For the years ended December 31, 2019 and 2018, the Group entered into the following non-cash investing activities which were not reflected in the consolidated statements of cash flows:

The Company reclassified prepayments for equipment of $10,788 thousand and $36,464 thousand, respectively, as property, plant and equipment (see Note 12).

113-45

  • b. Changes in liabilities arising from financing activities

For the year ended December 31, 2019

Opening Balance
Short-term borrowings
$ 6,710,000

Short-term bills payable
2,299,032
Long-term borrowings
(including current portion)
11,100,000
Lease liabilities (Note 3)
13,854,173
Other non-current liabilities
192,091

$ 34,155,296
Cash Flows
$ (1,710,000 )
200,280
3,199,757
(620,491 )

13,791

$ 1,083,337
Non-cash Changes
New Leases
Change in
Exchange Rate
$ -
$ -

-
-
-
-

2,094,106
-

-

-

$ 2,094,106
$ -
Others
Closing Balance
$ -
$ 5,000,000
-
2,499,312
-
14,299,757
-
15,327,788

(105,368)

100,514
$ (105,368)
$ 37,227,371



For the year ended December 31, 2018

Opening Balance
Short-term borrowings
$ 6,300,000

Short-term bills payable
1,699,188
Long-term borrowings
12,100,000
Other non-current liabilities
170,953

$ 20,270,141
Cash Flows
$ 410,000

599,844
(1,000,000 )

16,120

$ 25,964
Non-cash Changes
Reclassification
Change in
Exchange Rate
$ -
$ -

-
-

-
-

-

-

$ -
$ -
Others
Closing Balance
$ -
$ 6,710,000
-
2,299,032
-
11,100,000

5,018

192,091
$ 5,018
$ 20,301,123




27. CAPITAL MANAGEMENT

Under its operating development schemes and related government rules, the Company manages its capital to ensure it can continue to operate as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash) and equity of the Company (comprising share capital, capital surplus, retained earnings and other equity). The Company’s capital management concerns its capital expenditures for capital structure and relative risks to ensure the optimal capital structure, and the Company may adjust the amount of dividends paid to shareholders, the number of new shares issued, proceeds from borrowings and repayments of borrowings, in order to balance the overall capital structure.

28. FINANCIAL INSTRUMENTS

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

The financial instruments not measured at fair value are either those with due dates in the near future or those with a future collection value which approximately equals its carrying amount. Thus, the fair value of these financial instruments are estimated at their carrying amounts on the financial reporting date.

113-46

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

  • 1) Fair value hierarchy

December 31, 2019
Financial assets at FVTOCI
Equity investments
Domestic listed ordinary
shares

Domestic unlisted ordinary
shares


December 31, 2018
Financial assets at FVTOCI
Equity investments
Domestic listed ordinary
shares

Domestic unlisted ordinary
shares

Level 1
$ 2,993,461

-

$ 2,993,461

Level 1
$ 2,254,523

-

$ 2,254,523
Level 2
$ -

-

$ -

Level 2
$ -

-

$ -
Level 3
$ -

107,588

$ 107,588

Level 3
$ -

99,828

$ 99,828
Total
$ 2,993,461

107,588
$ 3,101,049
Total
$ 2,254,523

99,828
$ 2,354,351

There were no transfers between Level 1 and 2 in both 2019 and 2018.

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

For the year ended December 31, 2019

Investment in
Equity
Instruments at
Financial Assets FVTOCI
Balance at January 1, 2019
$ 99,828
Recognized in other comprehensive income (included in unrealized valuation
gain/(loss) on financial assets at FVTOCI)
7,760
Balance at December 31, 2019 $ 107,588

113-47

For the year ended December 31, 2018

Investment in
Equity
Instruments at
Financial Assets FVTOCI
Balance at January 1, 2018
$ -
Adjustments on initial application of IFRS 9
97,634
Balance at January 1, 2018 (restated) 97,634
Recognized in other comprehensive income (included in unrealized valuation
gain/(loss) on financial assets at FVTOCI)
2,194
Balance at December 31, 2018 $ 99,828
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurements
Financial Instruments
Domestic unlisted shares
Valuation Techniques and Inputs
a) Asset-based approach. Valuation based on the fair value of
an investee, calculated through each investment of the
investee using the income approach, market approach or a
combination of the two approaches, while also taking the
liquidity premium into consideration.
b) Transaction method of market approach. The approach is a
valuation strategy that looks at market ratios of companies
with similar profitability at the end of the reporting period,
while taking the liquidity premium into consideration.
  • c. Categories of financial instruments
Financial assets
Financial assets at amortized cost (1)

Equity instruments at FVTOCI
Financial liabilities
Measured at amortized cost (2)
December 31
2019
2018
$ 1,427,222 $ 2,011,409
3,101,049
2,354,351
27,644,053
26,435,599
  • 1) The balances included the carrying amount of cash and cash equivalents, notes receivable and trade receivables (including related parties), other receivables and refundable deposits, which are measured at amortized cost.

  • 2) The balances included the carrying amount of short-term borrowings, short-term bills payable, notes payable and trade payables (including related parties), other payables, long-term borrowings including the current portion and deposits received, which are measured at amortized cost.

113-48

d. Financial risk management objectives and policies

The Company’s major financial instruments include equity investments, trade receivables, trade payables and borrowings. The Company’s financial risk management pertains to the management’s operations-related market risks (including exchange rate risk, interest rate and other price risks), credit risks and liquidity risks. To reduce its financial risk, the Company is committed to identifying, assessing and avoiding the market uncertainties and reducing negative effects of these market changes on the Company’s financial performance.

The main financial activities of the Company are governed by the Company’s internal management and approved by the board of directors. The financial schemes, which include fund raising plans should be carried out in compliance with the Company’s policies.

1) Market risk

  • a) Interest rate risk

The Company was exposed to interest rate risk because the Company borrowed funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix of fixed and floating rate borrowings.

The carrying amount of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period are as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
Sensitivity analysis
December 31
2019
2018
$ 25,271 $ 25,095
2,000,000
2,000,000
50,112
53,154
19,799,069
18,109,032

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for financial assets and financial liabilities at the end of the reporting period. For sensitivity analysis purposes, the sensitivity rate was adjusted as a result of the volatile financial market. The measurement of the increase or decrease in the interest rates is based on 100 basis points, which is reported to the senior management denoting the management’s assessment for the reasonableness of the fluctuation of the interest rates.

If interest rates had been 100 basis points higher or lower and all other variables had been held constant, the profit before income tax for the years ended December 31, 2019 and 2018 would decrease/increase by $197,490 thousand and $180,559 thousand, respectively.

b) Other price risks

The Company was exposed to equity price risks involving equity investments in listed companies and beneficial certificates. The Company’s investments in listed companies and beneficial certificates should be in compliance with the rules made by the board of directors in order to achieve the goal of risk management and maximize the returns on investments.

113-49

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period. For sensitivity analysis purposes, the sensitivity rate was adjusted as a result of the volatile financial market.

If equity prices had been 5% higher or lower, pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would increase/decrease by $155,052 thousand and $117,718 thousand, respectively.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. At the end of the reporting period, the Company’s credit risk was mainly contributed from trade receivables in operating activities, bank deposits and financial instruments in financial activities.

To maintain the quality of trade receivables, the Company manages credit risk by assessing customers’ credit status in terms of financial status, historical transactions, etc., and obtains an adequate amount of collaterals as guarantees from the customers with high credit risk. In addition, the Company reviews the recoverable amount of each trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. On the credit risk management of bank deposits and other financial instruments, the Company trades with counterparties which comprise banks with good credit ratings.

3) Liquidity risk

Liquidity risk is a risk in which the Company cannot pay cash or use other financial assets to settle the financial liabilities. The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the use of bank borrowings and ensures compliance with loan covenants and it will not damage to the Company’s reputation.

On the demand for capital payments for a particular purpose, the Company maintains adequate cash by way of long-term financing/borrowings. For the management of cash shortage, the Company monitors cash management and allocates cash appropriately to maintain financial flexibility and ensure the mitigation of liquidity risk.

The following table details the Company’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.

December 31, 2019

On Demand or
Not Later than
1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years 5+ Years Total
Non-derivative financial liabilities
Short-term borrowings
$ 5,000,000
$
-
$
-
$
-
$
-
$
-
$ 5,000,000
Short-term bills payable 2,499,312 - - - - - 2,499,312
Trade payables 3,612,036 - - - - - 3,612,036
Trade payables to related parties 56,943 - - - - - 56,943
Other payables 2,075,491 - - - - - 2,075,491
Lease liabilities 929,821 915,947 919,171 920,354 923,127 13,826,908 18,435,328
Long-term borrowings (including
current portion) 2,500,000 11,799,757 - - - - 14,299,757
Deposits received 30,641 14,084 6,237 3,842 5,752 39,958 100,514

113-50

Additional information about the maturity analysis for lease liabilities

Less than 1
Year
Lease liabilities
$ 929,821

December 31, 2018
On Demand or
Not Later than
1 Year
Non-derivative financial liabilities
Short-term borrowings
$ 6,710,000

Short-term bills payable
2,299,032
Trade payables
4,878,840
Trade payables to related parties
76,148
Other payables
1,284,856
Long-term borrowings (including
current portion)
-
Deposits received
12,902
1-5 Years
$ 3,678,599

1-2 Years
$ -
$ -
-
-
-
8,500,000
21,201
5-10 Years

$ 4,239,757

2-3 Years
3-4

-
$ -
-
-
-
2,600,000
9,334
10-15 Years
$ 4,013,803

Years
4-5 Year
-
$ -
-
-
-
-
3,084
3,
15-20 Years
$ 2,732,117

s
Later than
5 Years
-
$ -
-
-
-
-
-
-
-
-
-
-
842
36,360
20+ Years
$ 2,841,231

Total
$ 6,710,000
2,299,032
4,878,840
76,148
1,284,856
11,100,000
86,723

The amounts of variable interest rate instruments for both non-derivative financial liabilities mentioned above are subject to change if the changes in variable interest rates differ from those estimates of interest rates determined at the end of the year.

29. TRANSACTIONS WITH RELATED PARTIES

The transactions between the Company and its related parties, other than those disclosed in other notes, are summarized as follows:

  • a. The Company’s related parties and their relationships
Related Party
Far Eastern Ai Mai Co., Ltd. (AIMAI)

Ya Tung Department Stores, Ltd. (YTDS)

Yu Ming Advertising Agency Co., Ltd.
(YMAC)

Far Eastern CitySuper Co., Ltd. (FECS)

Bai Ding Investment Co., Ltd. (BDIC)

Bai Yang Investment Co., Ltd. (BYIC)

Far Eastern Hon Li Do Co., Ltd. (FEHLD)

Chubei New Century Shopping Mall Co., Ltd.
FEDS Asia Pacific Development Co., Ltd.

FEDS New Century Development Co., Ltd.

Far Eastern Big City Shopping Malls Co., Ltd.
Pacific Sogo Department Stores Co., Ltd.
(SOGO)

Ding Ding Integrated Marketing Service Co.,
Ltd. (DDIM)

Oriental Securities Corporation (OSC)

Yuan Hsin Digital Payment Co., Ltd. (YHDP)
Far Eastern New Century Corporation (FENC)
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate
The investor that has significant influence over the
Company (equity method investor of FEDS)
(Continued)

113-51

Related Party
Far EasTone Telecommunications Co., Ltd.

New Century InfoComm Tech Co., Ltd.

Far Eastern General Contractor Inc. (FEGC)

Far Eastern Construction Co., Ltd. (FEC)

Far Eastern Resources Development Co., Ltd.
Ding Ding Hotel Co., Ltd.

Far Eastern Electronic Toll Collection Co.,
Ltd.

Far Eastern Apparel Co., Ltd.

Yuan Ding Co., Ltd. (YDC)

YDT Technology International Co., Ltd.

Far Eastern Technical Consultants Co., Ltd.

Yuanshi Digital Technology Co., Ltd.

Asia Cement Corporation

Ya Tung Ready Mixed Concrete Co., Ltd.

Everest Textile Co., Ltd.

Far Eastern International Bank (FEIB)

Yuan Bo Asset Management Corporation

Oriental Union Chemical Corporation

Yuan Ze University

Far Eastern Medical Foundation
Relationship with the Company
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the subsidiary of
FENC)
The associate of the investor that has significant
influence over the Company (the associate of
FENC)
The associate of the investor that has significant
influence over the Company (the associate of
FENC)
The associate of the investor that has significant
influence over the Company (the associate of
FENC)
Other related party (the chairman of Company, also
the vice chairman of FEIB)
Other related party (the subsidiary of Far eastern
international leasing corporation)
Other related party (the same chairman)
Other related party (the same chairman)
Other related party (the same chairman)

(Concluded)

113-52

b. Operating revenue


Sales of goods (Note)
The associate of the investor that has significant influence over
the Company

Subsidiaries
Other related parties

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


2019
$ 34,116

31,694
999

$ 66,809
2018
$ 37,334
31,994

1,284
$ 70,612

Note: Sales to related parties and unrelated parties were made under normal terms.


Other operating revenue
Other related parties

Subsidiaries
The associate of the investor that has significant influence over
the Company
Associates

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


2019
$ 55,305

27,308
20,504
2,189

$ 105,306
2018
$ 69,210
27,290
24,388

2,949
$ 123,837

c. Operating costs and expenses


Operating costs (Note)
The associate of the investor that has significant influence over
the Company

Subsidiaries

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


2019
$ 22,697

3,057

$ 25,754
2018
$ 24,163

3,035
$ 27,198

Note: Purchases from related parties and unrelated parties were made under normal terms.


Operating expenses (Note)
Subsidiaries

Investor that has significant influence over the Company
Associates
The associate of the investor that has significant influence over
the Company
Other related parties

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


2019
$ 239,920

78,502
43,984
43,960
8,879

$ 415,245
2018
$ 240,161
73,187
42,893
326,670

2,671
$ 685,582

113-53

Note: The rental pertaining to related parties is based on market rates and is received or paid monthly or yearly.

d. Other gains and losses


Other gains and losses - gains
Other related parties
FEIB

The associate of the investor that has significant influence over
the Company

Subsidiaries
SOGO
Others


Associates


Other gains and losses - losses
Associates
OSC

Investor that has significant influence over the Company

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








2019
$ 18,121

50

18,104
1,970

20,074

279

$ 38,524

$ 7,131

1

$ 7,132
2018
$ 18,298

19
17,794

1,603

19,397

337
$ 38,051
$ 7,176

1
$ 7,177

e. Finance costs


Subsidiaries
SOGO

Other related parties


Interest on lease liabilities
The associate of the investor that has significant influence over
the Company

Others related parties

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





2019
$ 11,606

765

$ 12,371

$ 70,615

197

$ 70,812
2018
$ 11,100

-
$ 11,100
$ -

-
$ -

113-54

f. Receivables from related parties

Trade receivables, net
Other related parties

The associate of the investor that has significant influence over
the Company
Subsidiaries
Associates
Investor that has significant influence over the Company


Other receivables
Subsidiaries

The associate of the investor that has significant influence over
the Company
Other related parties


g. Other assets
Other non-current assets
Lease incentives
The associate of the investor that has significant influence
over the Company
YDC

Other related parties
FEIB


Refundable deposits
The associate of the investor that has significant influence
over the Company

h. Payables to related parties
Trade payables
The associate of the investor that has significant influence over
the Company
Subsidiaries

December 31 December 31





2019
2018
$ 38,647
$ 39,427
33,535
25,074
3,230
3,669
1,152
1,232
2,970

650
$ 79,534
$ 70,052
$ 7,516
$ 8,681
1,990
3,412
4,106

8,356
$ 13,612
$ 20,449
**December 31 **



2019
2018
$ 13,768
$ 9,142
1,134

1,314
$ 14,902
$ 10,456
$ 7,741
$ 7,741
**December 31 **


2019
$ 33,022

23,921

$ 56,943
2018
$ 44,249

31,899
$ 76,148

113-55

Other payables
The associate of the investor that has significant influence over
the Company
FEGC

Ya Tung Ready Mixed Concrete Co., Ltd.
Other

Associates
Subsidiaries
Investor that has significant influence over the Company
Other related parties


i. Other liabilities
Advance receipts
The associate of the investor that has significant influence over
the Company


Other current liabilities
Other

Associates
The associate of the investor that has significant influence over
the Company
Subsidiaries


Other non-current liabilities
Lease incentives
The associate of the investor that has significant influence
over the Company
FEC

Deposits received
The associate of the investor that has significant influence
over the Company
YDC

Other

Other related parties
Subsidiaries

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



2019
2018
$ 118,103
$ 118,796
31,404
31,404
21,722

21,015
171,229
171,215
50,630
72,563
41,111
66,208
37,653
32,057
88

82
$ 300,711
$ 342,125
**December 31 **









2019
$ 1,471

$ 1,154

520
102
23

$ 1,799

$ -

$ 48,676

87

48,763
1,023
881

$ 50,667
2018
$ 895
$ -
1,031
-

17
$ 1,048
$ 91,142
$ 36,173

86
36,259
1,023

881
$ 38,163

113-56

Lease liabilities (Note)
The associate of the investor that has significant influence
over the Company
FEC

Asia Cement Corporation
Far Eastern Resources Development Co., Ltd.
YDC

Other related parties

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



2019
$ 3,790,369

384,961
10,807
11,106

4,197,243
10,897

$ 4,208,140
2018
$ -
-
-

-
-

-
$ -

Note: The rental pertaining to related parties is based on market rates and is received or paid monthly or yearly.

  • j. Construction projects
The associates of investor that has significant influence over the
Company

Associates

December 31 December 31


2019
$ 691,248

-

$ 691,248
2018
$ 720,918

540
$ 721,458
  • k. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

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


2019
$ 72,113

214

$ 72,327
2018
$ 58,544

216
$ 58,760

The compensation to directors and other key management personnel were determined by the Compensation Committee of the Company in accordance with the individual performance and the market trends.

113-57

30. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings and administrative proceedings:

Financial assets at FVTOCI

Investments accounted for using the equity method
Property, plant and equipment
Investment properties
Other non-current assets

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


2019
$ 1,678,250
1,183,170
13,762,450
1,319,887

-

$ 17,943,757
2018
$ 1,188,250

1,156,262

13,908,063

1,384,999

400
$ 17,637,974

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant unrecognized commitments and contingencies of the Company as of December 31, 2019 and 2018 are as follows:

  • a. Significant unrecognized commitments

The amount of unrecognized commitments are as follows:

Acquisition of property, plant and equipment

Acquisition of intangible assets
**December 31 ** **December 31 **

2019
$ 605,809

$ -
2018
$ 1,774,925
$ 500,000
  • b. A letter from the Ministry of Economic Affairs (MOEA) on July 28, 2011 stated that the term of the board of directors and supervisors (the “Board”) of SOGO was terminated, and the election of the Board should be held by October 28, 2011. On August 26, 2011, in the shareholders’ meeting, Douglas Hsu, Ching-Wen Huang, Mao-De Huang, Hsiao-Yi Wang and Satoshi Inoue were elected to be the representatives of the Board and Jing-Yi Wang was elected as a supervisor. On September 2, 2011, the registration of the Board was submitted to the MOEA, and on August 30, 2013, the registration of the Board was approved and completed by the MOEA.

For the resolution passed in the shareholders’ meeting, SOGO’s shareholders filed an appeal for an invalid resolution and for the withdrawal of the resolution of the shareholders’ meeting. As of March 17, 2017, many verdicts, including the Year 100 Letter Su No. 3965 verdict made by the TTDC, the Year 104 Letter Tsai Shang No. 90 verdict made by the Supreme Administrative Court (SAC), the Year 101 Letter Kun No. 1589 and No. 1681 verdicts made by the THC, and the Year 106 Letter Tsai Shang No. 86 verdict made by the SAC, confirmed that the shareholders’ meeting was legal and rejected the appeal of the SOGO shareholders.

Also, Heng-Long Li filed an appeal against SOGO and PLTI, alleging that the decisions made in the SOGO shareholders’ meeting on August 26, 2011 were invalid. After the TTDC rejected the appeal in the Year 103 Letter Shang No. 1014 verdict, the THC rejected the appeal once more.

113-58

Moreover, the former chairman of PLTI, Heng-Long Li, stated that he appointed Chun-Chih Weng, Chao-Chuan Chu, Shen-Yi Li, Jui-Tsun Liu and Yu-Ying Chin as members of the Board of SOGO to replace Ching-Wen Huang, Satoshi Inoue, Douglas Hsu, Hsiao-Yi Wang and Mao-De Huang. Furthermore, those individuals (Chun-Chih Weng, Chao-Chuan Chu, Shen-Yi Li, Jui-Tsun Liu and Yu-Ying Chin) elected Chun-Chih Weng as the chairman of PLTI and applied to the MOEA for the registration of a change of the Board and supervisor of SOGO on August 8, 2011. However, the application of the registration was rejected by the MOEA, due to the election being held by the former chairman of PLTI, Heng-Long Li. Chun-Chih Weng, Chao-Chuan Chu, Shen-Yi Li, Jui-Tsun Liu and Yu-Ying Chin not only announced publicly that they are the five members of the Board of SOGO but also that they held the SOGO shareholders’ meetings on September 5, 2011 and September 6, 2011. However, the decisions made in these two shareholders’ meetings on September 5, 2011 and September 6, 2011 were not approved and not consented to by all of SOGO’s shareholders. According to the Year 100 Letter Su No. 4224 verdict from the TTDC on January 22, 2014, the TTDC declared that the decisions made in the shareholders’ meeting on September 5, 2011 were not approved legally; according to the Year 100 Letter Su No. 4164 verdict on November 28, 2013, the TTDC confirmed that the decisions made in the shareholders’ meeting on September 6, 2011 were not approved legally. The THC passed the Year 103 Letter Shang No. 330 verdict on May 31, 2016 rejecting the appeal and confirmed that the resolutions of the shareholders’ meeting on September 5, 2011 were not approved legally. In the Year 103 Letter Shang No. 87 verdict from the THC on August 17, 2016, the THC rejected the appeal and confirmed that the decisions made in the shareholders’ meeting on September 6, 2011 were not approved legally. Chun-Chih Weng filed an appeal against the judgments. Under Court Reference Year 107 Letter Tai Shang No. 1591 verdict, issued by the Taiwan Supreme Court on December 13, 2018, the Court rejected Chun-Chih Weng’s appeals and confirmed that the resolutions of the shareholders’ meeting on September 5, 2011 were not approved legally.

  • c. In April 2019, under a ruling by the MOEA whereby “the terms and conditions of coupons for certain goods and for certain services within the retail industry should be documented in a standard contract while others should not”, the Company and SOGO signed an agreement to have mutual performance guarantees on gift certificates bought by customers. The guarantee period was from April 1, 2019 to March 31, 2020. As of December 31, 2019, the Company’s guarantee amount for SOGO was $4,683,014 thousand and that of SOGO for the Company was $3,043,635 thousand.

32. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and b. investees:

  • 1) Financing provided to others: Table 1.

  • 2) Endorsements/guarantees provided: Table 2.

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures): Table 3.

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4.

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.

113-59

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 5.

  • 9) Trading in derivative instruments: None.

  • 10) Information on investees: Table 6.

  • c. Information on investments in mainland China:

  • 1) Name of the investees in mainland China, main business and products, paid-in capital, method of investment, information on inflow or outflow of capital, percentage of ownership, investment income or loss, ending balance of investment, repatriation of investment income, and the limit of investment in mainland China: Table 7.

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: None.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: None.

    • c) The amount of property transactions and the amount of the resultant gains or losses: None.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: Table 2.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Table 1.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.

113-60

Aggregate
Financing Limits
Aggregate
Financing Limits
$ 4,358,198
(Note B)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
289,823
(Note B)
12,316,162
(Note D)
12,316,162
(Note D)
Note A:
Short-term financing.
Note B:
40% of the financing company’s net assets.
Note C:
20% of the financing company’s net assets of ultimate parent company, Far Eastern Department Stores, Ltd.
Note D:
40% of the financing company’s net assets of ultimate parent company, Far Eastern Department Stores, Ltd.
Note E:
The amount of Lian Ching Investment Co., Ltd. had been written off to zero, no liabilities were undertaken by the Company and the accounts are not disclosed in the financial statement.
Financing Limit
for Each Borrower
$ 4,358,198
(Note B)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
12,316,162
(Note D)
289,823
(Note B)
6,158,081
(Note C)
6,158,081
(Note C)
Collateral Value $ - -
-
-
-
-
- -
-
- - - -
-
Item - -
-
-
-
-
- -
-
- - - -
-
Allowance for
Impairment Loss
$ - -
-
-
-
-
- -
-
- - - -
-
Reason for
Short-term
Financing
Transaction Transaction
Transaction
Transaction
Transaction
Transaction
Transaction Transaction
Transaction
Transaction Transaction Transaction Transaction
Transaction
Business
Transaction
Amounts
$ - -
-
-
-
-
- -
-
- - - -
-

Nature of
Financing
(Note A) (Note A)
(Note A)
(Note A)
(Note A)
(Note A)
(Note A) (Note A)
(Note A)
(Note A) (Note A) (Note A) (Note A)
(Note A)
Interest Rate - 4.129436%-
4.353514%
4.129436%-
4.353514%
4.129436%
4.129436%-
4.353514%
-
3.87%-4.08% 3.94713%-
4.76375%
-
3.17%-4.05% - - -
-
Actual Borrowing
Amount
$ - 689,749
(RMB 160,500
thousand )
4,298
(RMB
1,000
thousand )
227,768
(RMB
53,000
thousand )
60,165
(RMB
14,000
thousand )
-
193,388
(RMB
45,000
thousand )
-
-
104,930
(US$ 3,500
thousand )
- - -
-
Ending Balance $ 2,000,000 730,575
(RMB 170,000
thousand )
429,750
(RMB 100,000
thousand )
644,625
(RMB 150,000
thousand )
644,625
(RMB 150,000
thousand )
42,975
(RMB
10,000
thousand )
300,825
(RMB
70,000
thousand )
719,520
(US$ 24,000
thousand )
-
299,800
(US$ 10,000
thousand )
42,975
(RMB
10,000
thousand )
184,363
(RMB
42,900
thousand )
96,163
(RMB
22,377
thousand )
89,775
(RMB
20,890
thousand )
Highest Balance
for the Period
$ 2,000,000 730,575
(RMB 170,000
thousand )
429,750
(RMB 100,000
thousand )
644,625
(RMB 150,000
thousand )
644,625
(RMB 150,000
thousand )
42,975
(RMB
10,000
thousand )
300,825
(RMB
70,000
thousand )
719,520
(US$ 24,000
thousand )
299,800
(US$ 10,000
thousand )
299,800
(US$ 10,000
thousand )
42,975
(RMB
10,000
thousand )
184,363
(RMB
42,900
thousand )
349,716
(RMB
81,377
thousand )
1,008,151
(RMB 234,590
thousand )

Related
Parties
Y Y
Y
Y
Y
Y
Y Y
Y
Y Y Y Y
Y
Financial
Statement Account
Other receivables Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables Other receivables
Other receivables
Other receivables Other receivables Other receivables Other receivables
Other receivables
Borrower Pacific China Holdings
Ltd.
Chongqing Pacific
Consultant &
Management Co., Ltd.
Dalian Pacific
Department Store Co.,
Ltd.
Chengdu FEDS Co., Ltd.
Chengdu Quanxing
Building Pacific
Department Store Co.,
Ltd.
Shanghai Bai Ding
Consultant &
Management Co., Ltd.
Chongqing FEDS Co.,
Ltd.
Chengdu FEDS Co., Ltd.
Pacific China Holdings
(HK) Limited
Pacific China Holding
Ltd.
Chongqing FEDS Co.,
Ltd.
Shanghai Xujiahui
Shopping Mall (Group)
Co., Ltd.
Yuan Ding Enterprise
(Shanghai) Co., Ltd.
Far Eastern New Century
(China) Investment
Co., Ltd.
Lender Pacific Sogo Department
Stores Co., Ltd.
Chongqing FEDS Co.,
Ltd.
Chongqing Metropolitan
Plaza Pacific
Department Store Co.,
Ltd.
Pacific China Holding
Ltd.
Pacific China Holdings
(HK) Limited
Pacific (China)
Investment Co., Ltd.
Shanghai Pacific
Department Store Co.,
Ltd.
FEDS Development Ltd.
No. 1 2 3 4 5 6 7 8

113-61

FAR EASTERN DEPARTMENT STORES, LTD.
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Endorsement/
Guarantee
Provided to
Mainland
China

Endorsement/
Guarantee
Provided to
Mainland
China
-
-
-
-
-
-
-
-
Y
Y
-
Y - Note A: The amount is 60% of net assets based on the latest financial statements of the endorser/guarantor.
Note B: The amount is 100% of net assets based on the latest financial statements of the endorser/guarantor.
Note C: The amount is 60% of the net assets based on the latest financial statements of the final parent company - Far Eastern Department Stores, Ltd.
Endorsement/
Guarantee
Provided by A
Subsidiary
-
-
-
-
-
-
-
-
-
-
Y
- -

Endorsement/
Guarantee
Provided by
Parent
Company
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
- -
Maximum
Endorsement/
Guarantee
Amounts Allowable
$ 30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note B)
30,790,406
(Note D)
30,790,406
(Note D)
30,790,406
(Note D)
648,704
(Note B)
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
(%)
-
-
2
5
12
-
15
28
1
2
10
- 1
Amount Endorsed/
Guaranteed by
Collateral
$ -
-
-
-
-
-
-
-
-
-
-
- -
Actual Borrowing
Amount
$ -
-
478,000
-
-
-
4,683,014
3,261,794
(US$ 108,799
thousand)
116,033
(RMB
27,000
thousand)
(US$ 0
thousand)
64,463
(US$ 0
thousand)
(RMB
15,000
thousand)
3,043,635
- 154,325

Outstanding
Endorsement/
Guarantee at the
End of the Period
$ 30,000
100,000
700,000
1,499,000
(US$ 50,000
thousand)
3,700,000
80,000
4,683,014
8,550,296
(US$ 285,200
thousand)
335,205
(RMB
78,000
thousand)
(US$ 0
thousand)
535,650
(US$ 15,000
thousand)
(RMB
20,000
thousand)
3,043,635
- 154,325
Maximum Amount
Endorsed/
Guaranteed During
the Period
$ 30,000
400,000
700,000
2,806,128
(US$ 93,600
thousand)
3,700,000
160,000
4,986,125
8,550,296
(US$ 285,200
thousand)
335,205
(RMB
78,000
thousand)
(US$ 0
thousand)
535,650
(US$ 15,000
thousand)
(RMB
20,000
thousand)
3,242,852
128,925
(RMB
30,000
thousand)
154,325
Limits on
Endorsement/
Guarantee Given
on Behalf of Each
Party
$ 18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note A)
18,474,243
(Note C)
18,474,243
(Note C)
18,474,243
(Note C)
18,474,243
(Note C)
18,474,243
(Note C)
389,223
(Note A)
Endorsee/Guarantee Nature of
Relationship
(Note F)
2
2
2
2
2
2
2
2
2
2
3
2 3
Name FEDS New Century Development
Co., Ltd.
Bai Yang Investment Co., Ltd.
Bai Ding Investment Co., Ltd.
FEDS Development Ltd.
Chubei New Century Shopping
Mall Co., Ltd.
Far Eastern CitySuper Co., Ltd.
Pacific Sogo Department Stores
Co., Ltd.
Pacific China Holdings Ltd.
Dalian Pacific Department Store
Co., Ltd.
Chongqing Metropolitan Plaza
Pacific Department Store Co.,
Ltd.
Far Eastern Department Stores,
Ltd.
Chongqing Pacific Consultant &
Management Co., Ltd.
Pacific Sogo Department Stores
Co., Ltd.
Endorser/Guarantor Far Eastern Department Stores, Ltd. Pacific Sogo Department Stores
Co., Ltd.
Pacific China Holdings Ltd. Far Eastern Big City Shopping Malls
Co., Ltd.
No. 0 1 2 3

113-62

113-63

MARKETABLE SECURITIES HELD
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Note 35,000 thousand shares of Asia
Cement Corporation pledged for
loans and commercial papers issued
of the investor company
5,200 thousand shares of Asia Cement
Corporation pledged for
commercial papers issued of the
investor company
15,000 thousand shares of Far Eastern
New Century Corporation pledged
for loans of the investor company
(Continued)
December 31, 2019 Fair Value $ 2,397,524
595,937
36,082
70,925
10
571
213,792
710,351
471,974
89,439
7,322
44,381
10
326,016
271,122
184,582
6,720
10
11,584

Percentage of
Ownership (%)
1
-
2
9
-
1
1
-
-
5
5
2
-
18
1
-
-
-
-
Carrying Amount $ 2,397,524
595,937
36,082
70,925
10
571
213,792
710,351
471,974
89,439
7,322
44,381
10
326,016
271,122
184,582
6,720
10
11,584
Shares
(In Thousands)
50,000
19,964
6,286
7,309
3
1,041
8,207
14,814
15,812
2,984
273
2,616
1
39,600
22,688
3,849
200
1
986
Financial Statement Account Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - current
Relationship with the
Holding Company
(Note A)
4
3
-
-
4
4
2
7
6
-
8
7
8
-
8
7
8
8
-
Type and Name of Marketable Securities Shares
Asia Cement Corporation
Far Eastern New Century Corporation
Kaohsiung Rapid Transit Corporation
Yuan Ding Leasing Corp.
Yuan Ding Co., Ltd.
Yuan Shi Digital Technology Co., Ltd.
Shares
Far Eastern Department Stores, Ltd.
Asia Cement Corporation
Far Eastern New Century Corporation
Chung-Nan Textile Co., Ltd.
Ding Ding Management Consultants Co., Ltd.
Yue Ding Industry Co., Ltd.
Oriental Securities Investment Advisory Co., Ltd.
Ding Sheng Investment Co., Ltd.
Shares
Far Eastern International Bank
Asia Cement Corporation
U-Ming Marine Transport Corp.
Oriental Securities Investment Advisory Co., Ltd.
Beneficiary certificate
DWS Taiwan Money Market Fund
Holding Company Far Eastern Department Stores, Ltd.
Bai Ding Investment Co., Ltd.
Bai Yang Investment Co., Ltd.
Far Eastern Hon Li Do Co., Ltd.

113-64

Note (Continued)
December 31, 2019 Fair Value $ 32,063
72,193
99,845
16,517
1,911
46
88,827
26
11,886
14,448
4,019
-
-
-
-
-
202,838
19,276
840
-
-

Percentage of
Ownership (%)
-
-
-
2
-
-
2
-
-
-
-
15
20
-
1
1
-
-
-
15
15
Carrying Amount $ 32,063
72,193
99,845
16,517
1,911
46
88,827
26
11,886
14,448
4,019
-
-
-
-
-
202,838
19,276
840
-
-
Shares
(In Thousands)
2,730
1,506
8,503
46
200
1
7,931
10
566
430
800
18,300
98,000
119
16
1,041
17,273
402
40
2,250
2,250
Financial Statement Account Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - non-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 other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-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
Financial assets at fair value through profit or
loss - non-current
Relationship with the
Holding Company
(Note A)
-
7
-
7
-
-
-
-
8
8
1
-
-
-
-
7
-
7
8
-
-
Type and Name of Marketable Securities Beneficiary certificate
DWS Taiwan Money Market Fund
Shares
Asia Cement Corporation
Beneficiary certificate
DWS Taiwan Money Market Fund
Shares
Kowloon Cement Corp., Ltd.
Shares
CMC Magnetics Corp.
Quanta computer Inc.
Pacific Construction Co., Ltd.
DBTEL Inc.
Oriental Union Chemical Corp.
U-Ming Marine Transport Corp.
Pacific Liu Tong Investment Co., Ltd.
E-Shou Hi-tech Co., Ltd.
Tain Yuan Investment Co., Ltd.
PURETEK Corp.
Pacific 88 Co., Ltd.
Yuan Shi Digital Technology Co., Ltd.
Beneficiary certificate
DWS Taiwan Money Market Fund
Shares
Asia Cement Corporation
Oriental Union Chemical Corp.
Shares
Overseas Development Corp.
Taiwan Ocean Farming Corp.
Holding Company Yu Ming Advertising Agency Co., Ltd.
FEDS New Century Development Co., Ltd.
FEDS Development Ltd.
Pacific Sogo Department Stores Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Far Eastern Big City Shopping Malls
Co., Ltd.
Pacific China Holdings Ltd.

113-65

113-66

FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
EndingBalance Amount $ 1,540,361
2,386,538
1,992,652

131,722
(1,279,533)
(2,311,693)

(88,581)
Note A: The share of comprehensive income or loss using the equity method, cash dividends and capital reduction were used to offset a deficit.
Note B: There was an increase in cash capital of RMB357,880 thousand.
Note C: There was an increase in cash capital of NT$820,000 thousand.
Note D: There was an increase in cash capital of NT$820,000 thousand.
Note E: There was an increase in cash capital of NT$400,000 thousand.
Note F:
There was an increase in cash capital of US$12,600 thousand.
Note G: There was an increase in cash capital of US$21,000 thousand.
Note H: There was an increase in cash capital of US$21,000 thousand.

Shares (In
Thousands)

-
232,000

200,000
41,000
66,120
130,200
-
Disposal Adjusted
Item (Note A)
$ (64,673)

(2,618)

734

(263,260)
(1,543,407)
(2,512,393)

(170,903)
Gain (Loss)
on Disposal
$ -

-

-

-

-

-

-

Carrying
Amount
$ -

-

-

-

-

-

-
Amount $ -

-

-

-

-

-

-
Shares (In
Thousands)
-
-
-
20,000
-
-
-
Acquisition Amount $ 1,605,034
(Note B)

820,000
(Note C)

820,000
(Note D)

400,000
(Note E)

384,161
(Note F)

640,500
(Note G)

662,634
(Note H)
Shares (In
Thousands)

-

82,000

82,000

40,000

12,600

21,000

-
Beginning Balance Amount $ -
1,569,156
1,171,918

(5,018)

(120,287)

(439,800)

(580,312)
Shares (In
Thousands)
-
150,000
118,000
21,000
53,520
109,200
-
Relationship Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Counter party -
-
-
-
-
-
-
Financial Statement Account Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Investments accounted for using
the equity method
Type and Name of
Marketable Securities
Shares
Yuan Ding Enterprise
(Shanghai) Co., Ltd.
Shares
FEDS New Century
Development Co., Ltd.
Shares
Chubei New Century Shopping
Mall Co., Ltd.
Shares
Ya Tung Department Stores,
Ltd.
Shares
Pacific China Holdings (HK)
Limited
Shares
Pacific China Holdings Ltd.
Shares
Chengdu Quanxing Building
Pacific Department Store
Co., Ltd.
Company Name FEDS Development Ltd.
Bai Yang Investment Co.,
Ltd.
FEDS New Century
Development Co., Ltd.
Far Eastern Department
Stores, Ltd.
Pacific Sogo Department
Stores Co., Ltd.
Pacific China Holdings (HK)
Limited
Pacific China Holdings Ltd.

113-67

DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Allowance for
Impairment
Loss
Allowance for
Impairment
Loss
$ 123,037
-
-
-
-
-
Note A: The cash dividend receivable.
Note B: This balance refers to fund lending.
Amounts
Received in
Subsequent
Period
$ 282
-
-
-
-
-
Overdue Actions Taken Collection expedited
-
-
-
-
-
Amount $ 123,037
-
-
-
-
-
Turnover Rate -
-
-
-
-
-
Ending Balance $ 123,037
193,977
(Note B)
105,832
(Note B)
692,107
(Note B)
228,899
(Note B)
128,173
(Note A)
Relationship Associate
Same ultimate parent company
Subsidiary
Same ultimate parent company
Same ultimate parent company
Associate
Related Party Sogo Department Store Co., Ltd.
Chongqing FEDS Co., Ltd.
Pacific China Holdings Ltd.
Chongqing Pacific Consultant & Management Co.,
Ltd.
Chengdu FEDS Co., Ltd.
Chengdu Baiyang Industry Co., Ltd.
Company Name Pacific Sogo Department Stores Co., Ltd.
Chongqing Metropolitan Plaza Pacific
Department Store Co., Ltd.
Pacific China Holdings (HK) Limited.
Chongqing FEDS Co., Ltd.
Chongqing FEDS Co., Ltd.
Chongqing Pacific Consultant &
Management Co., Ltd

113-68

Note A Note A 2
1
2
2
2
2
2
2
1
2
2
2
1
1
2
1
2
1
2
2
2
2
2
2
1
2
2
2
2
2
2
2
2
2
2
1
2
1
2
1
1
1
2
1
(Continued)
Share of (Loss)
Profit
$ 6,603
49,151
128,211
105,118
4,466
42,824
9,430

(7,344 )

(4,870 )
72
436

(23,975 )

(34,252 )




Net Income
(Loss) of the
Investee
$ 6,572
250,003
364,972
157,365
4,466
68,052
9,430
(7,344 )
(48,697 )
72
573
(25,063 )
(228,345 )
250,003
364,972
92,784
485,212
2,299
573
(25,063 )
364,972
364,972
734
152,284
92,784
157,365
7,701
364,972
68,052

(2,202,476 )
128,438
364,972
364,972
364,972
485,212
79,142

(2,202,476 )
79,142
-
-
-
(48,697 )
128,438
(228,345 )
Balance as of December31, 2019
Carrying
Amount
$ 9,104,890
1,995,131
3,781,245
2,295,131
(Note B)
1,287,839
1,409,738
119,878
131,722
31,466
4,495
12,529
36,407
82,257
1,381,166
1,359,183
323,293
148,179
75,735
13,362
1
285,653
285,653
1,992,652
1,797,473
1,663,958
1,163,610
2,386,538
285,653
1,200,404
(853,022 )
259,482
158,456
2,687
18,195
10,155,959
138,250
(1,279,533 )
999,129
-
-
-
31,466
389,222
82,257
Percentage of
Ownership (%)
100
20
35
67
100
54
100
100
10
100
56
96
15
14
13
5
1
47
44
-
2
2
100
70
30
33
100
2
46
40
40
1
-
-
79
3
60
29
50
48
34
10
60
15
Shares (In
Thousands)
924,991
140,297
281,734
119,981
87,744
218
3,500
41,000
3,631
950
1,571
47,827
11,651
97,116
100,250
22,203
11,254
4,901
1,259
2
19,800
19,800
200,000
149,100
132,388
60,019
232,000
19,800
185
44,080
20,000
11,000
200
1,400
650,817
6,840
66,120
60,296
26,764
100,000
7,120
3,631
30,000
11,651
Original Investment Amount December 31,
2018
$ 8,922,181
143,652
1,764,210
33,357
1,535,538
125,058
33,000
519,292
64,500
5,316
40,278
478,269
238,292
163,563
658,129
301,125
33,490
21,291
28,672
-
99,000
99,000
1,180,000
1,522,761
1,555,590
577,457
1,425,272
99,000
723,946
3,597,868
200,000
55,000
1,200
8,400
4,469,904
62,480
5,733,286
599,000
270,641
357,050
32,984
64,500
300,000
238,292

December 31,
2019
$ 8,922,181
143,652
1,764,210
33,357
1,535,538
125,058
33,000
919,292
64,500
5,316
40,278
478,269
238,292
163,563
658,129
301,125
33,490
21,291
28,672
-
99,000
99,000
2,000,000
1,522,761
1,555,590
577,457
2,425,272
99,000
723,946
3,853,976
200,000
55,000
1,200
8,400
4,469,904
62,480
6,117,447
599,000
270,641
357,050
32,984
64,500
300,000
238,292
Main Businesses and Products Investment
Securities brokerage
Investment
Investment
Hypermarket
Investment
Advertising and importation of certain merchandise
Department store
Marketing
Trading
Building rental
Hypermarket
Other financing and supporting services
Securities brokerage
Investment
Leasing
Department store
Importation of certain merchandise
Building rental
Hypermarket
Investment
Investment
Department store
Shopping mall
Leasing
Investment
Shopping mall
Investment
Investment
Investment
Department store
Investment
Investment
Investment
Department store
Department store
Investment
Department store
Investment
Investment
Credit card business
Marketing
Department store
Other financing and supporting services
Location Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Island
Taiwan
Taiwan
Taiwan
USA.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Island
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Investee Company Bai Yang Investment Co., Ltd.
Oriental Securities Corporation
Pacific Liu Tong Investment Co., Ltd.
Bai Ding Investment Co., Ltd.
Far Eastern Ai Mai Co., Ltd.
FEDS Development Ltd.
Yu Ming Advertising Agency Co., Ltd.
Ya Tung Department Stores, Ltd.
Ding Ding Integrated Marketing Service Co.
Asians Merchandise Company
Far Eastern Hon Li Do Co., Ltd.
Far Eastern CitySuper Co., Ltd.
Yuan Hsin Digital Payment Co., Ltd.
Oriental Securities Corporation
Pacific Liu Tong Investment Co., Ltd.
Far Eastern International Leasing Corp.
Pacific Sogo Department Stores Co., Ltd.
Yu Ming Trading Co.
Far Eastern Hon Li Do Co., Ltd.
Far Eastern CitySuper Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Chubei New Century Shopping Mall Co., Ltd.
FEDS Asia Pacific Development Co., Ltd.
Far Eastern International Leasing Corp.
Bai Ding Investment Co., Ltd.
FEDS New Century Development Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
FEDS Development Ltd.
Pacific China Holdings (HK) Limited
Far Eastern Big City Shopping Malls Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Sogo Department Stores Co., Ltd.
Pacific Department Store Co., Ltd.
Pacific China Holdings (HK) Limited
Pacific Department Store Co., Ltd.
Lian Ching Investment Co., Ltd.
Pacific Venture Investment Ltd.
Sogo Department Store Co., Ltd.
Ding Ding Integrated Marketing Service Co
Far Eastern Big City Shopping Malls Co., Ltd.
Yuan Hsin Digital Payment Co., Ltd.
Investor Company Far Eastern Department Stores, Ltd.
Bai Ding Investment Co., Ltd.
FEDS Asia Pacific Development Co., Ltd.
FEDS New Century Development Co., Ltd.
Bai Yang Investment Co., Ltd.
Ya Tung Department Stores, Ltd.
Yu Ming Advertising Agency Co., Ltd.
Far Eastern Hon Li Do Co., Ltd.
Pacific Liu Tong Investment Co., Ltd.
Pacific Sogo Department Stores Co., Ltd.

113-69

Note A Note A 2
2
Note A:
1.
Associate.
2.
Subsidiary.
Note B:
The foreign-currency investments were translated at the rate of US$1:NT$29.98 prevailing on December 31, 2019.
Note C:
The amount is the investment accounted for using the equity method to $2,392,241 thousand deduct the parent company shares reclassification to treasury shares of $97,110 thousand.
Note D:
The amount of Lian Ching Investment Co., Ltd. had been written off to zero, no liabilities were undertaken by the Group and the accounts are not disclosed in the financial statement.
(Concluded)
Share of (Loss)
Profit
Net Income
(Loss) of the
Investee
$ (474,698 )
-
Balance as of December31, 2019
Carrying
Amount
$ (2,311,693 )
46
Percentage of
Ownership (%)
100
100
Shares (In
Thousands)
130,200
2
Original Investment Amount December 31,
2018
$ 4,017,320
46

December 31,
2019
$ 4,646,900
46
Main Businesses and Products Investment
Investment
Location British Virgin Island
Hong Kong
Investee Company Pacific China Holdings Ltd.
Bai Fa China Holdings (HK), Limited
Investor Company Pacific China Holdings (HK) Limited
Pacific China Holdings Ltd.

113-70

INFORMATION ON INVESTMENT IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019
$ -
-
-
-
-
-
-
-
-
-
-
-
Carrying Amount
as of
December 31,
2019
$ 169,543
(59,494)
(187,171)
756,538
5,999
11,011
934,628
1,130,884
12,020
(13,126)
(81,463)
1,540,361
Share of (Loss)
Profit
(Note D)
$ 18,420
(116,750)
(51,684)
(17,749)
91
232
112,135
-
(11,222)
(45,943)
(32,122)
(16,914)

% Ownership of
Direct or Indirect
Investment
49
67
67
67
33
100
100
22
67
67
67
20
Net Income (Loss)
of the Investee
(Note D)
$ 97,601
(173,828)
(76,952)
(26,427)
276
232
112,135
19,803
(16,709)
(69,372)
(47,826)
(99,779)
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2019
(Note A)
$ 384,718
(Note B)
29,680
(Note B)
89,940
(Note B)
5,996
(Note B)
5,142
(Note B)
Investment Flows Inflow $ -
-
-
-
-
-
-
-
-
-
-
-
Upper Limit on the Amount of Investment
Stipulated by Investment Commission, MOEA
$ -
(Note E)
Outflow $ -
-
-
-
-
-
-
-
-
-
-
-
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
(Note A)
$ 384,718
(Note B)
29,680
(Note B)
89,940
(Note B)
5,996
(Note B)
5,142
(Note B)
-
-
-
-
-
-
-
Method of
Investment
(Note F)
2
2
2
2
2
2
2
2
2
2
2
2
Investment Amounts Authorized by Investment
Commission, MOEA
$237,232
(US$7,913 thousand)
(Notes A and C)
Total Amount of
Paid-in Capital
(Note A)
$ 530,646
659,260
89,940
2,188,540
10,493
2,998
83,944
966,930
68,759
6,475,680
4,017,320
7,578,319
Main Businesses and
Products
Department store
Department store
Department store
Consulting services
Consulting services
Consulting services
Department store
Department store,
logistics and storehouse
Department store
Investment
Department store
Wholesale of equipment
and consulting services
Investee Company Shanghai Pacific Department Stores Co., Ltd.
Chengdu Quanxing Mansion Pacific Department
Store Co., Ltd.
Chongqing Metropolitan Plaza Pacific Department
Store Co., Ltd.
Chongqing Pacific Consultant & Management
Co., Ltd.
Shanghai Pacific Consultant & Management Co., Ltd.
Shanghai Bai Ding Consultant & Management
Co., Ltd.
Chongqing FEDS Co., Ltd.
Chengdu Baiyang Industry Co., Ltd.
Dalian Pacific Department Store Co., Ltd.
Pacific (China) Investment Co., Ltd.
Chengdu FEDS Co., Ltd.
Yuan Ding Enterprise (Shanghai) Co., Ltd.
Accumulated Outward Remittance for Investment
in Mainland China as of December 31, 2019
$ -
(Note C)

113-71

113-72

VII. Review and Analysis of the Financial Condition,Performance and Risk Management

1. Review and Analysis of Financial Conditions

Financial Conditions Analysis

Unit: NT$ thousands

Item Year 2018 2019 Increase
(decrease)amount
Percentage
Change(%)
Current assets 25,052,856
20,746,075

(4,306,781)
(17)
Investment using the equity
method
8,678,647
10,107,165

1,428,518

16
Property, plant and equipment 43,532,941
34,323,257

(9,209,684)
(21)
Other assets 26,481,897
65,334,608

38,852,711

147
Total assets 103,746,341 130,511,105 26,764,764
26
Current liabilities 46,630,770
47,667,701

1,036,931

2
Non-current liabilities 19,425,181
43,939,597

24,514,416

126
Total liabilities 66,055,951 91,607,298 25,551,347
39
Total equity attributable to
owners of the Company
29,523,906
30,790,406

1,266,500

4
Common stock 14,169,406
14,169,406

0

0
Capital surplus 3,315,420
3,327,466

12,046

0
Retained earnings 7,904,938
8,095,475

190,537

2
Other equity 4,231,252
5,295,169

1,063,917

25
Treasurystocks (97,110) (97,110) 0
0
Non-controllinginterests 8,166,484
8,113,401

(53,083)
(1)
Total equity 37,690,390 38,903,807 1,213,417
3
An analysis of the amount of the change in the amount of 10% and the amount of assets in the current year is
more than one percent:
1. The decrease in current assets mainly due to the decrease in cash and cash equivalents and accountable
receivable.
2. The increase in investment using the equity method mainly due to the investment in Yuan Ding Enterprise
(Shanghai) Ltd.
3. The decrease in property, plant and equipment mainly due to adopting IFRS 16.
4. The increase in other assets and total assets mainly due to the increase in right-of-use assets
5. The increase in non-current liabilities and total liabilities mainly due to the increase in lease liabilities
6. The increase in other equity mainly due to the increase in unrealized gain on investments in financial assets at
fair value through other comprehensive income.

2. Review and Analysis of Financial Performances

2.1Comparative Analysis of Financial Performances Unit: NT$ thousands

Item Year 2018 2019 Increase (decrease)
amount
Percentage
Change(%)
OperatingRevenues 39,242,551 37,896,062 (1,346,489) (3)
Gross Profit 20,150,967 19,642,613 (508,354) (3)
OperatingProfit 4,187,329 4,538,651 351,322
8
Nonoperating Income
(Expenses)
(1,638,214) (1,435,713) 202,501
(12)
Income Before Income Tax 2,549,115 3,102,938 553,823
22
Net Profit For The Year 1,650,495 2,152,269 501,774
30
1. Analysis of change in Percentage
a. The increase in non-operating income and expenses mainly due to the decrease in impairment loss.
b. The increase in pre-tax income and net income mainly due to the increase in the operating income and
non-operating income and expenses.
2. The company expects the number of sales in the coming year and its basis, as well as the impact on the
company's future financial business and its response plan: please refer to the “Report to Shareholders”.

2.2. Variation Analysis of Gross Profit: not applicable

114

3. Review and Analysis of Cash Flow

3.Review and Analysis of Cash Flow 3.Review and Analysis of Cash Flow 3.Review and Analysis of Cash Flow 3.Review and Analysis of Cash Flow 3.Review and Analysis of Cash Flow 3.Review and Analysis of Cash Flow
Unit: NT$thousands
Cash and cash
equivalents - Beginning
balance in 2019 (1)
Total cash inflows from
operating activities (2)

Total cash inflows from
investing and financing
activities (3)
Cash and cash
equivalents –
Ending balance
(1)+(2)-(3)
Remedy plans for
negative balance of cash
and cash equivalents
Investment
plan
Financing
plan
14,594,847 7,887,486 9,058,110 13,424,223 - -
1. Cash flow analysis for year 2019:
a. Total cash inflows from operating activities are NT$ 7.9 billion: mainly comes from cash inflows from operating
activities.
b. Total cash outflows from investing activities are NT$ 3.6 billion: (a) NT$ 1.8 billion - mainly comes from acquisition of
property, plant and equipment, and (b) NT$ 1.6 billion –mainly comes from acquisition of investments accounted for
using the equity method
c. Total cash outflows from financing activities are NT$ 5.4 billion: mainly comes from repayment of NT$ 3.4 billion in
lease liabilities and payment of NT$ 1.4 billion in cash dividends
2. Remedy plans for insufficient liquidity for year 2019 and liquidity analysis:None.
3. 2020 estimated cash flow analysis of variance in cash flow balance:
Cash and cash
equivalents - Beginning
balance (1)
Total cash inflows from
operating activities (2)

Total cash inflows from
investing and financing
activities (3)
Cash and cash
equivalents –
Ending balance
(1)+(2)-(3)
Remedy plans for
negative balance of cash
and cash equivalents
Investment
plan
Financing
plan
13,424,223 9,387,938 9,277,966 13,534,195 - -
1. Cash flow analysis for year 2020:
a. Total cash inflows from operating activities are NT$ 9.4 billion: mainly comes from cash inflows from operating
activities.
b. Total cash outflows from investing activities are NT$ 4.4 billion: mainly comes from acquisition of assets for
operation.
c. Total cash outflows from financing activities are NT$ 4.9 billion: mainly comes from repayment in lease liabilities and
payment of cash dividends
2. Remedy plans for insufficient liquidityforyear 2019 and liquidityanalysis:None

4. Major Capital Expenditures in Recent Years and Impacts on Financial and Operational Situations

4.1. Major Capital Expenditures and Sources of Funding

Unit: NT$ thousands

Plan Item Actual source
of capital
Actual project
completion date
Capital utilization schedule Capital utilization schedule
Actual investment as of the
year of 2018
2019
Construction of
Xinyi A13 Building
Bank loan 2019 5,429,360 2,008,816

4.2. Other Expected Benefits: Sales revenue and gross profit expected to Increase: expanding the operation scale

and increasing the market share.

115

5. Investment Policies in recent years, Profit and Loss Analysis, Improvement Plan and Investment plan in the coming year

Based on the overall performance of merged companies, investment income recognized using the equity method has been derived from stable profits obtained by investment companies. Furthermore, the Retail Group continues to develop new business locations, and activate potential market. Adhering to the traditions and spirit of the first department store company in Taiwan, the Company continuously builds a strong presence in Taiwan and expands into Mainland China to provide all-round products and services for all walks of life, with a view to meeting the needs of consumers in both Taiwan and Mainland China.

With the continuous expansion of our retail businesses, the profits are expected to inject new growth momentum, thereby leading to a more significant growth of the Retail Group's overall revenue and profit from the retail industry. In addition, the Company and our subsidiaries continue to adopt a prudent investment evaluation strategy, enhance our reinvestment businesses, and enhance operating synergy, in order to achieve success in business diversification.

6. Analysis of Risk Issues

6.1. Impact and Response to Interest Rates, Exchange Rates, and Inflation Level on the Company in the Year

Preceding Publication of Annual Report

6.1.1 Interest Rate Risk Analyses and Response strategy

The Group was exposed to interest rate risk because the entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings. The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period are as follows:

2020/3/31
Fair value interest rate risk
- Financial assets
$ 6,855,407
- Financial liabilities
30,703,648
Cash flow interest rate risk
- Financial assets
$ 1,794,848
- Financial liabilities
33,594,152
Unit: NT$ thousands,
2019/12/31
2019/3/31
$ 10,503,168
$4,922,098
31,388,615
35,876,260
$ 2,662,905
$ 1,215,075
28,192,553
21,432,024

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for financial assets and financial liabilities at the end of the reporting period. For sensitivity analysis purposes, the sensitivity rate was adjusted as a result of the volatile financial markets.

The measurement of the increase or decrease in the interest rates is based on 100 basis points, which is reported to the senior management denoting the management’s assessment for the reasonableness of the fluctuation of the interest rates. If interest rates had been 100 basis points higher or lower and all other variables had been held constant, the income before income taxes for the ended March 31, 2020 and 2019 would have decreased/increased by $79,498 thousand and $50,542 thousand, respectively.

6.1.2 Exchange Rate Analyses and Response strategy

The Group was exposed to exchange rate risk for holding assets and liabilities denominated in foreign currencies.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are as follows:

116

Assets
USD
Liabilities
USD
2020/3/31
$5,269
$3,882
Unit: USD$ thousands
2019/12/31
2019/3/31
$ 8,142
$28,622
$ 3,900
$3,276
Unit: USD$ thousands
2019/12/31
2019/3/31
$ 8,142
$28,622
$ 3,900
$3,276
Unit: USD$ thousands
2019/12/31
2019/3/31
$ 8,142
$28,622
$ 3,900
$3,276
$28,622
$3,276

Sensitivity analysis

The Group was mainly affected by the floating exchange rates of USD denominated assets and liabilities. The sensitivity analyses below were determined based on the Group’s exposure to exchange rates for non-derivative instruments at the end of the reporting period. The change of exchange rates reported to the senior management of the Group was based on a 1% increase or decrease in exchange rate which also denotes the management’s assessment for the reasonableness of the fluctuation of exchange rates.

If exchange rates had been 1% higher or lower and all other variables were held constant, the profit before income tax or equity of the Group for the ended March 31, 2020 and 2019 would increase/decrease by $419 thousand and $7,812 thousand, respectively.

6.1.3 Impact of inflation on the Company's profit and loss, and future response measures

In 2019, the consumer price index (CPI) was relatively stable compared to price increases in neighboring countries in Asia. Inflation has yet to have an immediate significant impact on merged companies in 2019 up to the publication date of this annual report.

6.2 Policies for Risky or Highly Leveraged Investments, Lending, Endorsements, Derivative Financial Instruments, and

Related Gains or Losses, in the Year Preceding Publication of Annual Report:

  1. High-risk and highly leveraged investments: Our merged companies did not engage in any high-risk and highly leveraged investments in 2019 and from January 1, 2020 to March 31, 2020.

  2. Loaning of capital to others: As of 2019 and from January 1, 2020 to March 31, 2020, the balance of funds loaned by our merged companies were NT$6,225,971 thousand and NT$5,389,938 thousand, respectively. Loaning of capital to others by merged companies must be implemented in compliance with the "Procedures for Lending of Capital to Others" approved by the Board of Directors and the shareholders' meeting, so as to comply with risk control, and prevent any unfavorable impact arising therefrom on the Company.

  3. Endorsements and guarantees: As of 2019 and from January 1, 2020 to March 31, 2020, the balance of endorsements and guarantees provided by our merged companies were NT$23,411,125 thousand and NT$23,934,424 thousand, respectively. Provision of endorsements and guarantees by our merged companies must be implemented in compliance with the "Procedures For Endorsements and Guarantees" approved by the Board of Directors and the shareholders' meeting, so as to comply with risk control, and prevent any unfavorable impact arising therefrom on the Company.

  4. Derivatives trading: Our merged companies did not engage in derivatives trading in 2019 and from January 1, 2020 to March 31, 2020.

6.3. R&D Plans and Estimated Expenses in Recent Years and until the Annual Report being Published

Our merged companies do not engage in product R&D and manufacturing; hence, there was no R&D plan and fees involved. However, looking at the characteristics of the industry, nurturing and developing talents, and improving the qualities of management personnel are the necessary criteria for companies to move toward internationalization. With the increasingly intense competition in the global industry, the shopping mall war is no longer just about money, but also a war for talents. Hence, rapidly enhancing talent competitiveness becomes a key factor to ensure success in store expansion. Our merged companies are committed to improving "soft skills", and actively promote corporate culture and brand value, while providing systematic and professional service quality training courses via a complete education and training mechanism to nurture employees' professional, leadership and innovation skills, in response to rapid changes in the industry, thereby further improving the competitiveness of these companies.

117

6.4. Company Impact and Response to Material Changes of Policies and Regulations in Taiwan and Foreign Countries in Year Preceding Publication of Annual Report:

The Company has taken the appropriate measures in response to changes in important policies and laws at home and abroad in the most recent year. In the future, the Company's legal, finance and accounting units will keep abreast of the latest changes in laws and regulations at all times, and will seek professional opinions from lawyers and CPAs to propose and formulate measures in response to changes in important policies and laws at home and abroad, so as to comply with the law and reduce the impact arising from such changes on the Company's finances and businesses.

6.5. Technology Developments and Impacts on the Company and its subsidiaries from last year up to the Annual Report being published:

The Company pays serious attention to the trends of technological development, and continues to actively promote informatization. In addition, the Company effectively utilizes manpower to reduce costs and improve the Company's competitiveness. The Company is also committed to the application of information technology, and continues to develop our own mobile app, which incorporates restaurant reservation, member management, and e-vouchers, in response to the transformation of the retail industry from traditional to intelligent sales. Due to the rapid development of e-commerce, which significantly affects physical department stores, the Company continues to update our official website, while closely monitoring and expanding online shopping. Besides, the Company is also committed to O2O integration, so as to develop omni-channel department store retailing, in hopes of improving the Company's operational performance, and enhancing the rights and interests of all shareholders.

In order to keep consumers' personal information safe, the Company established the Personal Information Review Committee in October 2012 to coordinate strategies and implement the resource integration among the management of the Company’s personal data and privacy protection and information security. In connection with information security risk inspection and the purchase of information security insurance, the Company has established the Information Security Task Force, in order for the Company to carry out the necessary self-inspection before purchasing information security insurance. The Company has established regulations governing active directory (AD) management for information security-related equipment network, system account life cycle and authorized account management, data access record and off-site backup, network and communication security (antivirus/e-mail). On the other hand, the Company implements an internal control system and an information security policy, where the internal audit unit and CPAs monitor the implementation effectiveness of these regulations and procedures every year, in order to ensure the appropriateness and effectiveness of these regulations and procedures.

In 2020, the Company will implement relevant safety rules including performing personal information inventory check and de-identification of personal information and obtain third party certification in order to achieve the goal of avoiding information leakage and protecting members' personal information.

6.6. Changes of Corporate Image and Impacts on the Company's Crisis Management in the Recent Years: None

6.7. Expected Benefits and Risks from Mergers in Recent Years until the Annual Report being Published:

  • Our merged companies did not have any M&A plans in 2019 up to the publication date of this annual report. However, a future M&A plan will be carried out according to the merged company's Procedures for Acquisition and Disposition of Assets, by adhering to careful assessment, and by taking into consideration whether the merger can lead to specific performance at the company, in order to protect the interests of the company, as well as the rights and interests of shareholders.

6.8. Expected Benefits and Risks from Plant Expansion in Recent Years until the Annual Report being Published:

  • Our merged companies have established the relevant units to carry out detailed assessment and planning with regard to the expansion of business locations, and to fully assess the expected benefits and possible risks using a meticulous financial module. After the establishment of a new business location, the merged company will pay close attention to changes in the industry and the operating status of the business location at all times, and propose appropriate measures in response to possible risks arising therefrom.

6.9. Risks from Concentration in Supply or Sales in the Recent Year until the Annual Report being Published:

The Company belongs to the department store retailing industry, and sells a wide range of products. In addition, the Company has not engage in centralized purchase or sale of goods with a single manufacturer or customer. Therefore, the Company did not encounter any risk of centralized purchase or sale of goods.

118

6.10. Impacts and Risks from Changes in Directors and Shareholders with Greater than 10% Shareholding or Their Selling of a Large Number of Shares in the Recent Yeas until the Annual Report being Published:

Our merged companies did not engage in any significant transfer or exchange of equity in 2019 up to the publication date of this annual report.

6.11. Impacts and Risks from Changes of Ownership in the Recent Year until the Annual Report being Published: None

6.12. Litigations or non-Litigations

Please refer 2019 Annual Report from 103-70 to 103-71.

  • 6.13. Other Major Risks: not applicable

7. Others: None

119

==> picture [398 x 708] intentionally omitted <==

----- Start of picture text -----

Co., Ltd. Ltd.
96% 100%
Chongqing FEDS Co.,
Far Eastern CitySuper
(BVI) Consultant &
100%
54% Chongqing Pacific Management Co., Ltd.
FEDS Development Ltd. 46%
Consultant &
100%
Shanghai Bai Ding
Management Co., Ltd.
40%
(Yu Ming)
100% Yu Ming Advertising Agency Co., Ltd.
0.02%
Malls Co., Ltd.
100% Store Co., Ltd.
Far Eastern Big City Shopping
Chongqing Metropolitan Plaza Pacific Department
60%
100% Company (AMC)
Asians Merchandise
100%
Store Co., Ltd.
Chengdu Quanxing Pacific Department
0.17%
56% 44%
Ltd. (FEHLD)
40%
Ltd.
Far Eastern Hon Li Do Co.,
1.37% 60% Pacific China Holdings (HK) Limited 100% Pacific China Holdings
100% 1.36% 100% Store Co., Ltd.
Ya Tung Department Stores, Ltd. (YTDS) Ltd.
Dalian Pacific Department
73% Shanghai Pacific
Department Store Co.,
2.47%
Co., Ltd. (Note)
50% Lian Ching Investment
100% Bai Yang Investment Co., Ltd. (Bai Yang) 78.60%
Far Eastern Department Stores, Ltd. (the “Company”) 70% Ltd. (“PLT”)
0.57% 33% Co., Ltd. (FEAPD) 2.47% 100% (HK), Limited
Pacific Liu Tong Investment Co., Co., Ltd. (SOGO)
0.1% Bai Fa China Holdings
67% FEDS Asia Pacific Development
Pacific Sogo Department Stores
Bai Ding Investment Co., Ltd. (Bai Ding)
35.13%
100% 2.47%
(FENCD)
(CBNC) 100% Pacific (China) 100%
100% Ltd. (Ai Mai) 12.50% FEDS New Century Development Co., Ltd. 100% Investment Co., Ltd. Chengdu FEDS Co., Ltd.
Chubei New Century
Far Eastern Ai Mai Co., Shopping Mall Co., Ltd.
----- End of picture text -----

120

1.1.2. Information of Far Eastern Department Store and affiliates:

Unit: NT$ thousands, unless stated otherwise

Company Date of
Incorporation
Address Paid-in Capital Major
Business
Activities
Far Eastern Department
Stores, Ltd.
1967.08.31 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
14,169,406 Department
store
Far Eastern Ai Mai Co., Ltd. 1985.04.24 No.101, Guixing Rd., Banqiao
Dist., New Taipei City,
Taiwan,R.O.C.
877,440 Retail
Bai Ding Investment Co., Ltd. 1986.12.10 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
1,800,000 Investment
Bai Yang Investment Co., Ltd. 1989.07.28 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
9,249,911 Investment
Yu Ming Advertising Agency
Co., Ltd.
1973.06.20 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
35,000
Advertising
and import
agent
Ya Tung Department Stores,
Ltd.
1972.09.16 1F., No.209,and B2-5F,No.203,
Sec.2, Tun Hua S. Rd., Taipei ,
Taiwan,R.O.C.
410,000 Department
store
Far Eastern Hon Li Do Co., Ltd. 1992.12.11 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
28,300 Property
leasing
FEDS Asia Pacific
Development Co., Ltd.
1997.11.11 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
2,130,000
Major
Shopping
Center
FEDS New Century
Development Co., Ltd.
1999.11.11 18F., No.16, Xinzhan Rd.,
Banqiao Dist., New Taipei City,
Taiwan,R.O.C.
2,320,000 Major
Shopping
Center
Asians Merchandise Company 1980.04.17 P.O. BOX 245,
LAKE FOREST,CA 92609
USD 950,000 Trading
FEDS Development Ltd. 1994.08.15 Portcullis TrustNet Chambers
4th Floor Ellen Skelton
Building 3076 Sir Francis Drake
Highway Road Town, Tortola
British Virgin Islands VG1110

USD 4,032,640
Investment
Pacific Liu Tong Investment
Co., Ltd.
1999.06.29 7F, No.64, Sec. 4, Ren Ai Rd.,
Taipei , Taiwan, R.O.C.
8,020,000 Investment
Pacific Sogo Department
Stores Co., Ltd.
1985.04.16 B1-B3 and 1F-13F., No.45, Sec.
4, Zhongxiao E. Rd., Taipei ,
Taiwan, R.O.C
8,280,000 Department
store
Pacific China Holdings (HK)
Limited
2002.06.19 2503 Bank of America Tower
12 Harcourt Road, Central
Hong Kong
USD110,200,000 Investment
Pacific China Holdings Ltd. 1996.09.20 Commence Chambers, P.O.
Box 2208, Road Town, Tortola,
British Virgin Islands
USD130,200,000 Investment
Bai Fa China Holdings (HK)
Ltd.
2008.12.22 11/F, Lippo Leighton Tower,
103 Leighton RD,
Causewaybay, Hong Kong
USD1,500 Investment

121

Company Date of
Incorporation
Address Paid-in Capital Major
Business
Activities
Shanghai Pacific Department
Stores Co., Ltd.
1993.10.07 NO.932 HENGSHAN RD
Xuhui Dist. SHANGHAI
USD17,700,000 Department
store
Chengdu Quanxing Mansion
Pacific Department Store Co.,
Ltd
1996.01.12 NO.68, sec 2. of the people's
middle Road,Chengdu,Sichuan
USD21,990,000 Department
store
Chongqing Metropolitan Plaza
Pacific Department Store Co.,
Ltd.

1997.01.09
NO.68 Zou Rong Road,Yuzhong
District, Chongqing

USD3,000,000
Department
store
Chongqing Pacific Consultant
& Management Co., Ltd.
2000.01.27 NO.68 Zou Rong Road,Yuzhong
District, Chongqing

USD73,000,000
Consulting
services
Dalian Pacific Department
Store Co., Ltd.
2002.04.09 No.19, jiefang road,
zhongshan district, dalian city
RMB16,000,000 Department
store
Shanghai Bai Ding Consultant
& Management Co., Ltd.
2004.08.18 No.2703-2707,27F,ShengaiTow
er,No.88,Caoxibei Road Xuhui
Dist. SHANGHAI
USD100,000 Consulting
services
Chongqing FEDS Co., Ltd. 2004.06.02 No.10, yanghe road, jiangbei
district, chongqing
USD2,800,000 Department
store
Far Eastern CitySuper Co., Ltd. 2004.09.16 7F, No.64, Sec. 4, Ren Ai Rd.,
Taipei , Taiwan, R.O.C.
500,000 supermarket
Pacific (China) Investment Co.,
Ltd.

2009.04.16
Room2104,bao’an
building,no.800 dongfang
road,pudong new
area,shanghai
USD216,000,000 Investment
Chengdu FEDS Co., Ltd 2010.12.02 18 dongyu street,jinjiang
district Chengdu
USD134,000,000 Department
store
Far Eastern Big City Shopping
Malls Co., Ltd.
2010.12.02 7F, No.64, Sec. 4, Ren Ai Rd.,
Taipei , Taiwan, R.O.C.
500,000 Department
store
Chubei New Century
Shopping Mall Co., Ltd.
2015.06.18 2, 3F, No. 231, Fuxing 2nd
Road, Zhubei City, Hsinchu
County,Taiwan,R.O.C.
2,000,000 Department
store
  • 1.1.3. Companies Presumed to Have a Relationship of Control and Subordination with Far Eastern Department Stores, Ltd. not applicable

  • 1.1.4 Industries covered by the business operated by the affiliates and description of the mutual dealings and division of work among such affiliates: please refer to 2.

122

1.1.5 Directors, Supervisors and general managers of Far Eastern Department Store Ltd. and affiliates.

As of December 31, 2019 Unit: Number of Shares; %

Company Title Name of Representative Registered Shares Owned Registered Shares Owned
Shares %
Far Eastern
Department
Stores Ltd.
Director
Independent
Director
President
Douglas Tong Hsu (Chairman)
Ding&Ding Management Consultants Co., Ltd
Nancy Hsu
Far Eastern New Century Corporation
Nicole HsuYvonne Li
Asia Cement Corporation
Jin-Lin Liang
Yuli Investments Corporation
Philby Lee
Edward WayEugene You-Hsin ChienRaymond
R.M. Tai
Nancy Hsu
1,779,835
73,009

241,769,702

80,052,950

1,769,001


1,173,788
0.13
0.01

17.06

5.65

0.12


0.08
Far Eastern
Ai Mai Co.,
Ltd.
Director
Supervisors
Far Eastern Department Stores, Ltd.
Douglas Tong Hsu (Chairman)Nancy HsuPhilby
LeeJames TangJhuang,Jin-LongTony Liu
Chang-Li Lin
Far Eastern Department Stores, Ltd.
Jia-Cong WangChris Liu
87,744,000

87,744,000
100.00

100.00
Bai Ding
Investment
Co., Ltd.
Director
Supervisors
President
Far Eastern Department Stores, Ltd
Douglas Tong Hsu (Chairman)Nancy Hsu
Shaw-Yi WangJames TangChris Liu
Bai Yang Investment Co., Ltd
Shyh-ching RoJia-Cong Wang
Douglas Tong Hsu
119,980,876

60,019,124

66.66

33.34

Bai Yang
Investment
Co., Ltd
Director
Supervisors
Far Eastern Department Stores, Ltd
Nancy Hsu (Chairman)、Douglas Tong Hsu、James
Tang
Far Eastern Department Stores, Ltd
Jia-Cong Wang
924,991,127

924,991,127
100.00

100.00
Yu Ming
Advertising
Agency Co.,
Ltd.
Director
Supervisors
Far Eastern Department Stores, Ltd
Nancy Hsu (Chairman)、Douglas Tong Hsu、
Chang-Li Lin
Far Eastern Department Stores, Ltd
Jia-Cong Wang
3,500,000

3,500,000
100.00

100.00
Ya Tung
Department
Stores, Ltd
Director
Supervisors
Far Eastern Department Stores, Ltd
Nancy Hsu (Chairman)、Douglas Tong Hsu、James
Tang、Chris Liu、Zong Yuan Jhang
Far Eastern Department Stores, Ltd
Jia-Cong Wang、Lily Y. T. Liu
41,000,000

41,000,000
100.00

100.00

123

Company Title Name of Representative Registered Shares Owned Registered Shares Owned
Shares %
Far Eastern
Hon Li Do
Co., Ltd.
Director
Supervisors
Far Eastern Department Stores, Ltd
Nancy Hsu (Chairman)、Douglas Tong Hsu、
Jin-Long Jhuang
Bai Ding Investment Co., Ltd.
Shyh-ching Ro
1,570,650

1,259,350
55.50

44.50
FEDS Asia
Pacific
Development
Co., Ltd.
Director
Supervisors
Bai Yang Investment Co., Ltd
Douglas Tong Hsu (Chairman)、Nancy Hsu、
Jia-Cong Wang、James Tang
Asia Cement Corporation
K.Y. Lee
Yuan Ding Investment Co., Ltd
Ling-Ling WuWei-Kun JhouTi-Hua Hsiung
149,100,000

53,250,000

10,650,000
70.00

25.00

5.00
FEDS New
Century
Development
Co., Ltd.
Director
Supervisors
Bai Yang Investment Co., Ltd
Douglas Tong Hsu (Chairman)、Nancy Hsu、James
Tang
Bai Yang Investment Co., Ltd
Shaw-Yi Wang
232,000,000

232,000,000
100.00

100.00
Asians
Merchandise
Company
Director
President
Far Eastern Department Stores, Ltd
Shyh-ching RoTing-Meng Chen
Ruei- Yuan Chen
Shyh-chingRo
950,000

100.00

FEDS
Development
Ltd.
Director Far Eastern Department Stores, Ltd
Douglas Tong Hsu、Nancy Hsu、Morton Mate
Huang
217,800
54.01
Pacific Liu
Tong
Investment
Co., Ltd.
Director
Supervisors
Douglas Tong Hsu (Chairman)
FEDS Asia Pacific Development Co., Ltd.
Morton Mate Huang
FEDS New Century Development Co., Ltd.
Shyh-ching Ro
Da Ju Fiber Co., Ltd
Chin-Sen Tu

19,800,000

19,800,000

27,681,274

2.47

2.47

3.45
Pacific Sogo
Department
Stores Co.,
Ltd.
Director
Supervisors
J.W. Huang (Chairman)
Douglas Tong Hsu
Pacific Liu Tong Investment Co., Ltd.
Morton Mate Huang、Chee Ching
Shaw-Yi Wang
Bai Ding Investment Co., Ltd.
Eli Ching-I Wang

672,077
650,817,194

504,056
11,253,943

0.08
78.60

0.06
1.36

124

Company Title Name of Representative Registered Shares Owned Registered Shares Owned
Shares %
Pacific China
Holdings
(HK) Limited
Director
President
Pacific Sogo Department Stores Co., Ltd.
J.W. Huang (Chairman)、Humphrey Cheng,、
Shyh-ching Ro
Bai Yang Investment Co., Ltd
Tsai, Min-Hsiung
Shyh-chingRo
USD66,120,000

USD44,080,000

60.00

40.00

Pacific China
Holdings Ltd.
Director
President
Pacific China Holdings (HK) Limited
J.W. Huang (Chairman)、Chin-Sen TuR.H. Shao
Humphrey Cheng
Shyh-chingRo
*USD132,200,000

100.00

Bai Fa China
Holdings
(HK) Ltd.
Director
President
Pacific China Holdings Ltd.
Nancy Hsu (Chairman)J.W. HuangShyh-ching
Ro
Shyh-chingRo
*USD1,500

100.00

Shanghai
Pacific
Department
Stores Co.,
Ltd.
Director
Supervisors
President
Shanghai Xujiahui Center(Group)
Bo Wang (Chairman)Jie YinLihuan Peng
Pacific China Holdings Ltd.
Chin-Sen Tu (Vise Chairman)Ting-Sung Wang
KuoAi-Chia Li
Chung-Hsin ChenCheng-Hsien Yang
Shanghai Xujiahui Center(Group)
Zhongyong Yu
Pacific China Holdings Ltd.
Yong-He Chen
Yu-TsungTao
USD 4,867,500

USD12,832,500

USD 4,867,500

USD12,832,500

27.5

72.5

27.5

72.5

Chengdu
Quanxing
Mansion
Pacific
Department
Store Co.,
Ltd.
Director
Supervisors
President
Pacific China Holdings Ltd.
Chin-Sen TuChung-Hsin ChenCheng-Hsien
Yang,
China Railway Ruicheng Building
Feiyue Shi (Chairman)Haitao Tang
Pacific China Holdings Ltd.
Ai-Chia Li
China Railway Ruicheng Building
Xinying Han
Chung-Hsin Chen
* USD21,990,000



* USD21,990,000



100.00



100.00



Chongqing
Metropolitan
Plaza Pacific
Department
Store Co.,
Ltd.
Director
Supervisors
Pacific China Holdings Ltd.
Chin-Sen Tu (Chairman)Ai-Chia Li
shyh-chingRo,
Cheng-Hsien Yang,
Pacific China Holdings Ltd.
Yong-He Chen
* USD3,000,000

* USD3,000,000
100.00

100.00
Chongqing
Pacific
Director Pacific China Holdings Ltd. *USD73,000,000 100.00
Consultant &
Management
Co., Ltd.
Chin-Sen Tu (Vise Chairman)Yong-He Chen
Chung-Hsin Chen

125

Company Title Name of Representative Registered Shares Owned Registered Shares Owned
Shares %
Dalian Pacific
Department
Store Co., Ltd.
Director
Supervisors
President
Pacific (China) Investment Co., Ltd.
Chin-Sen Tu (Chairman)Chao-Yu Wang
Chung-Hsin Chen
Pacific (China) Investment Co., Ltd.
Yong-He Chen
Jen-Hao Chiang
RMB16,000,000

RMB16,000,000

100.00

100.00

Shanghai Bai
Ding
Consultant &
Management
Co., Ltd
Director FEDS Development Ltd.
Chien-Cheng Wang, (Chairman)Min-Hsiung
Tsai,Chris Liu
* USD100,000
100.00
Chongqing
FEDS Co., Ltd.
Director
Supervisors
FEDS Development Ltd.
Chien-Cheng Wang (Chairman)Min-Hsiung
TsaiCheng-Hsien YangJames TangChris Liu
Chung-Hsin Chen
FEDS Development Ltd.
Yong-He Chen
* USD2,800,000

* USD2,800,000
100.00

100.00
Far Eastern
CitySuper Ltd.
Director
Supervisors
Far Eastern Department Store Ltd.
Nancy Hsu (Chairman)、Douglas Tong Hsu、
Chang-Li Lin、Tony Liu
City Super(Labuan)Limited.
Jia-Hua Wu
Bai Ding Investment Co., Ltd.
Chris Liu、James Tang
47,826,920

2,171,400

1,680
95.65

4.34

0.01
Pacific
(China)
Investment
Co., Ltd.
Director
Supervisors
President
Pacific China Holdings Ltd.
Nancy Hsu (Chairman)Douglas Tong Hsu
Chin-Sen TuR.H. ShaoJ.W. HuangChris Liu
Ting-Sung Wang KuoPhilby LeeShyh-ching Ro
Pacific China Holdings Ltd.
James TangTing-Meng Chen
Shyh-chingRo
USD216,000,000

USD216,000,000

100.00

100.00

Chengdu FEDS
Co., Ltd.
Director
Supervisors
President
Pacific (China) Investment Co., Ltd.
Chin-Sen Tu (Chairman)Ting-Sung Wang Kuo
Chung-Hsin Chen
Cheng-Hsien YangYong-He Chen
Pacific (China) Investment Co., Ltd.
Chris Liu
Chung-Hsin Chen,
USD134,000,000

USD134,000,000

100.00

100.00

Far Eastern
Big City
Shopping
Malls Co.,
Ltd.
Director
Supervisors
Pacific Sogo Department Stores Co., Ltd.
Philby Lee (Chairman)、Ting-Sung Wang Kuo
Shyh-ching Ro
Bai Yang Investment Co., Ltd
James Tang、Chris Liu
Cheng-Hsien Yang,
30,000,000

20,000,000

60.00

40.00

126

Company Title Name of Representative Registered Shares Owned Registered Shares Owned
Shares %
Chubei New
Century
Shopping
Mall Co., Ltd.
Director
Supervisors
FEDS New Century Development Co., Ltd.
Philby Lee (Chairman)、Nancy Hsu、James Tang、
Chang-Li Lin、Chris Liu
FEDS New Century Development Co., Ltd.
Y.S. Yang
200,000,000

200,000,000
100.00

100.00

Note 1 Mainland companies are not Limited company, so there are no shares, which are listed in US dollars or RMB.

127

1.1.6 Operation Results of Each Subsidiary and Affiliate

Book closure date: 31 December 2019 Unit: NT$ for EPS, NT$ thousands for others

Name Paid-in
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income(loss)
Net Income
(After tax)
EPS
after tax
Far Eastern
Department
Stores,Ltd
14,169,406 79,439,216 48,648,810 30,790,406 10,614,744 2,125,167 1,781,843 1.26
Far Eastern Ai Mai
Co., Ltd.
877,440
8,809,300

7,954,300

855,000
10,538,494
148,355

3,168

0.04
Bai Ding
Investment Co.,
Ltd.
1,800,000
5,274,733

1,669,791

3,604,942

185,367

162,492

160,365

0.89
Bai Yang
Investment Co.,
Ltd
9,249,911 10,101,211
108,674

9,992,537

39,294

(59,331)
(70,050) (0.08)
Yu Ming
Advertising
AgencyCo.,Ltd.
35,000
122,026

2,148

119,878

1,205

(4,474)
9,430
2.69
Ya Tung
Department
Stores,Ltd
410,000
533,281

401,559

131,722

106,149

(7,683)
(7,344) (0.18)
Far Eastern Hon Li
Do Co., Ltd.
28,300
30,576

550

30,026

695

573
573
0.20
FEDS Asia Pacific
Development Co.,
Ltd.
2,130,000
3,574,858

1,009,659

2,565,199

340,690

300,648

(26,926)
(0.13)
FEDS
Development Ltd.
126,278
2,598,267

255,899

2,342,368

108,978

79,288

68,052

168.75
Asians
Merchandise
Company
28,481
4,567

72

4,495

3,011

23

72

0.00
FEDS New Century
Development Co.,
Ltd.

2,320,000

2,388,941

2,731

2,386,210

10,312

7,701
7,701
0.03
Chubei New
Century Shopping
Mall Co.,Ltd.
2,000,000
1,995,369

2,717

1,992,652

274

(1,047)
734
0.00
Pacific Liu Tong
Investment Co.,
Ltd.
8,020,000 10,734,596
31,407

10,703,189

388,773

365,441

364,972

0.46
Pacific Sogo
Department
Stores Co.,Ltd.
8,280,000 42,289,734 31,394,238
10,895,496
11,829,132
2,263,370

485,212

0.59
Pacific China
Holdings (HK)
Limited
3,406,401
180,438

2,312,993

(2,132,555)
1,522 (2,202,476) (2,202,476) (19.99)
Pacific China
Holdings Ltd.
895,747
250,599

788,519

(537,920)
8,896
(115,369)
(105,909) (0.81)
Bai Fa China
Holdings (HK) Ltd.
39
43

0

43

0

0

0

0.00

128

Name Paid-in
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income(loss)
Net Income
(After tax)
EPS
after tax
Shanghai Pacific
Department
Stores Co.,Ltd.
493,522
1,373,326

614,658

758,668

2,549,547

98,019

97,941

N/A
Chengdu
Quanxing
Mansion Pacific
Department Store
Co.,Ltd.
670,673
328,692

180,910

147,782

24,286

(157,849)
(173,826) N/A
Chongqing
Metropolitan
Plaza Pacific
Department Store
Co.,Ltd.
106,920
472,772

406,622

66,150

1,205,394

(194,371)
(204,491) N/A
Chongqing Pacific
Consultant &
Management Co.,
Ltd.
2,114,047
1,820,533

694,126

1,126,407

1,922

(26,484)
(26,426) N/A
Dalian Pacific
Department Store
Co.,Ltd.
68,760
173,298

155,402

17,896

131,155

(11,047)
(16,709) N/A
Far Eastern
CitySuper Co., Ltd.
500,000
626,068

543,971

82,097

1,402,181

6,452

(25,395)
(0.51)
Shanghai Bai Ding
Consultant &
Management Co.,
Ltd
3,552
41,269

30,257

11,012

40,716

232

232

N/A
Chongqing FEDS
Co., Ltd.
83,760
1,932,512

993,206

939,306

2,361,187

158,978

119,511

N/A
Pacific (China)
Investment Co.,
Ltd.
6,132,718
148,718

123,732

24,986

25,920

(52,724)
(52,662) N/A
Chengdu FEDS
Co., Ltd.
3,735,822
126,818

248,107

(121,289)
1,875
(48,016)
(47,826) N/A
Far Eastern Big
City Shopping
Malls Co., Ltd.
500,000
5,045,945

4,422,715

623,230

966,394

171,261

102,963

2.06

Note 1 Because the mainland is not Limited company, it is can’t to calculate the earnings per share. Note 2 Balance sheet data is based on exchange rate conversion at the end of 2019. (US$1 = NTD$29.980 ; US$1 = RMB$6.9762)

Income statement data is based on the 2019 year average exchange rate. (US$1 =NTD$30.912 ; US$1 = RMB$6.8967)

Note 3 The above amount is based on the 2019 annual financial reports of each company.

129

Douglas Tong Hsu
Chairman
March 27, 2020
1.3 Affiliation Report: Not applicable
2. Private Placement Securities in the Latest Year:None
3.The Company's Shares Held or Disposed by Subsidiaries in Recent Years until the Annual Report being Published
Unit: NT$ thousands; shares; % As of March 31, 2020
Amount of loan lent
by the Company
- 4. Other Supplementary Information:None.
5. Pursuant to the Article 36-3-2 of Security Exchange Act, Event Having Material Impact on Shareholders' Equity or Share Price in the Latest Year until the
Annual Report being Published:None.
18F, No.16. Xinzhan Rd., Banqiao Dist., New Taipei City 220, Taiwan, R.O.C.
Tel +886 2 7727-8168
Amount of loan guaranteed
by the Company
700 million
Creation Of
pledge
N/A
Number &
amount of shares
held until the
annual report
being published
8,207,004shares
177.682 million
Investment
income
-
Number &
amount of
shares
disposed
-
Number &
amount of
shares
acquired
-
Date of
acquisition or
disposal
-
Holdings
percentage
67
Source of
funding
-
Paid-in Capital 1,800 million
Name Bai Ding
Investment
Co., Ltd.

130