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FSC Interim / Quarterly Report 2019

Nov 14, 2019

52157_rns_2019-11-14_8f7202ce-4867-4657-a21b-3facbc744252.pdf

Interim / Quarterly Report

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Stock Code:2601

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors' Review Report For the three Months Ended March 31, 2019 and 2018

Address: 14F., No.237, Sec. 2, Fuxing S. Rd., Da' an Dist., Taipei City 106, Taiwan $(R.O.C.)$ $(02)2706 - 9911$ Telephone:

The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.

Table of contents

Contents Page
1. Cover Page 1
2. Table of Contents 2
3. Independent Auditors'
Review Report
3
4. Consolidated Balance Sheets 4
5. Consolidated Statements of Comprehensive Income 5
6. Consolidated Statements of Changes in Equity 6
7. Consolidated Statements of Cash Flows 7
8. Notes to the Consolidated Financial Statements
Company history
(1)
8
Approval date and procedures of the consolidated financial statements
(2)
8
(3)
New standards, amendments and interpretations adopted
$8 - 11$
(4)
Summary of significant accounting policies
$11 - 20$
Significant accounting assumptions and judgments, and major sources of
(5)
estimation uncertainty
20
Explanation of significant accounts
(6)
$21 - 61$
Related-party transactions
(7)
$62 - 63$
(8)
Pledged assets
64
(9)
Significant commitments and contingencies
$64 - 66$
(10) Losses due to major disasters 66
(11) Subsequent events 66
$(12)$ Other $66 - 67$
(13) Segment information 67

Independent Auditors' Review Report

To the Board of Directors First Steamship Company Ltd.:

Introduction

We have reviewed the accompanying consolidated balance sheets of the First Steamship Company Ltd. and its subsidiaries of March 31, 2019 and 2018, the related consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018, as well as the changes in equity and cash flows for the three months ended March 31, 2019 and 2018, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards ("IASs") 34, "Interim Financial Reporting" endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our review.

Scope of Review

Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with Statement of Auditing Standards 65, "Review of Financial Information Performed by the Independent Auditor of the Entity". A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

As stated in note 6(g), the equity accounted investments of the First Steamship Company Ltd. and its subsidiaries in its investee companies of \$1,222,643 thousand and \$1,464,984 thousand as of March 31, 2019 and 2018. And its equity in net earnings (losses) on these investee companies of \$17,697 thousand and \$(35,189) thousand for the three months ended March 31, 2019 and 2018, respectively, were recognized solely on the financial statements prepared by these investee companies, but not reviewed by independent auditors.

Qualified Conclusion

Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain equity accounted investee companies described in the Basis for Oualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the First Steamship Company Ltd. and its subsidiaries as of March 31, 2019 and 2018, and of its consolidated financial performance for the three months ended March 31, 2019 and 2018, as well as its consolidated cash flows for the three months ended March 31, 2019 and 2018 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IASs 34, "Interim Financial Reporting" endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Emphasis of Matter

As stated in Note 3(1) to the consolidated financial statements, the Company has initially adopted the IFRS 16, "Leases" from January 1, 2019 and applied the modified retrospective approach with no restatement of comparative period amounts. Our conclusion is not modified in respect of this matter.

The engagement partners on the reviews resulting in this independent auditors' review report are Shu Ying Chang and Li Chen Lai.

KPMG

Taipei, Taiwan (Republic of China) May 14, 2019

Notes to Readers

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

The independent auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' review report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Reviewed only, not audited in accordance with the generally accepted auditing standards as of March 30, 2019 and 2018

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

March 31, 2019, December 31, 2018, and March 31, 2018

(Expressed in Thousands of New Taiwan Dollars)

March 31, 2019 December 31, 2018 March 30, 2018
Assets Amount $\%$ Amount $\%$ Amount % Liabilities and Equity
Current assets: Current liabilities:
1100 Cash and cash equivalents (Note 6(a)) 5,263,596
S.
13 5,468,507 16 4,956,384 15 2100 Short-term borrowings (Notes $6(n)$ )
1110 Current financial assets at fair value through profit
or loss (Note $6(b)$ )
166,451 151,968 $\overline{\phantom{a}}$ 222,223 2110 Short-term notes and bills payable
1136 Current financial assets at amortized cost, net (Notes
$6(c)$ and 8)
529,932 921,600 3 2120 Current financial liabilities at fair value through
profit or loss (Note $6(b)$ and $(p)$ )
1150 Notes receivable, net (Notes 6(d)) 1,859 2130 Current contract liabilities (Notes $6(x)$ and 9)
1170 Accounts receivable, net (Notes $6(d)$ and $(x)$ ) 1,105,867 3 1,214,938 4 406,746 1 2170 Accounts payable (Note $6(q)$ )
1200 Other receivables, net (Notes 6 (e)) 910,628 2 906,515 3 974,337 3 2200 Other payables (Notes 6(c), (g), (i), (q), (y), 7
and $9)$
1220 Current tax assets 229 229 65,958 $\overline{\phantom{a}}$ 2230 Current tax liabilities
1300 Inventories, net 372,166 363,337 1 333,803 1 2280 Current lease liabilities (Notes $6(r)$ and 7)
1320 Inventories (for construction business), net (Note 8 651,486 2 658,896 $\overline{2}$ 578,393 $\overline{2}$ 2321 Current portion of bonds payable (Note 6(p))
and $9)$ 2322 Current portion of long-term borrowings (Note 6(o))
1461 Non-current assets classified as held for sale(Notes
$6(fj)$ and 8)
544,857 503,590 2323 Long-term notes and accounts payable, current
portion (Note $6(s)$ )
1476 Other current financial assets (Notes 6(m) and 8) 582,934 613,914 $\overline{2}$ 138,584 2399 Other current liabilities (Note 6(m) and (t))
1479 Other current assets, others (Notes 6(s), (v), 7 and 9) 362,296 575,933 2 866,392 $\overline{\mathbf{3}}$
10,490,442 25 11,379,427 34 8.544.679 26 Non-Current liabilities:
Non-current assets: 2530 Bonds payable (Note 6(p))
1550 Investments accounted for using equity method, net 1,336,186 3 1,324,098 4 1,464,984 4 2540 Long-term borrowings (Note $6(0)$ )
(Notes $6(f)$ , (g) and 11) 2570
2580
Deferred tax liabilities
1600
1755
Property, plant and equipment (Notes 6(i), 7 and 8)
Right-of-use assets (Notes 6(j) and 7)
13,490,660 33 13,427,506 38 13,783,226 42 2612 Non-current lease liabilities (Notes $6(r)$ and 7)
Long-term accounts payable (Note $6(s)$ )
1760 Investment property, net (Notes $6(f)$ , (k) and 8) 10,944,195 27 2640 Net defined benefit liability, non-current
1780 Intangible assets (Note 6(l)) 144,739
2,256,974
$\tilde{\phantom{a}}$ 144,982
2,213,422
$\overline{\phantom{a}}$ 393,072 2645 Guarantee deposits
1840 Deferred tax assets 871,141 5
$\overline{c}$
518,633 6 2,160,682
419,571
1915 Prepayments for business facilities (Notes 9) 627,143 2 613,494 2
$\overline{2}$
716,778 2 Total liabilities
1935 Long-term lease payments receivable (Note 6(d)) 800,346 $\overline{2}$ 885,063 3 1,448,578 4 Equity attributable to owners of parent (Notes 6(f),
1980 Other non-current financial assets(notes 6(m), 7 and 461,844 526,060 2 711,426 $\overline{a}$ $(g)$ , $(p)$ and $(v)$ ):
8) 3100 Capital stock
1985 Long-term prepaid rents(notes $6(s)$ and 8) 3,279,198 9 3,538,964 1 1 3200 Capital surplus
1990 Other non-current assets (Notes $6(v)$ and 7) 159,631 163,210 22,877 3300 Retained earnings
31,092,859 75 23,095,666 66 24,660,158 74 3400 Other equity interest
Total equity attributable to owners of parent:
36XX Non-controlling interests (Notes $6(h)$ and $(v)$ )
Total equity
Total assets 41,583,301 100 34,475,093 100 33,204,837 100 Total liabilities and equity
March 31, 2019 December 31, 2018 March 30, 2018
Amount $\frac{0}{2}$ Amount % Amount $\frac{1}{6}$
3,573,993 9 3,540,288 10 2,774,934 8
49,947 49,947 49,945
5,244
5,404 5,173 22,612
2,831,276 7 3,680,595 11 3,438,536 10
1,317,332 3 1,813,412 6 1,343,035 5
129,960 149,727 64,443
940,608 2
998,057 2 997,668 3
1,131,125 3 1,629,615 5 3,049,842 9
46,545 63,163
304,529 I 429,187 141,593
11.287,475 27 12,342,157 36 10,948,103 32
2,282,379 5 997,668 3 1,993,004 6
4 962,159 12 5,632,493 16 4,441,700 13
71,264 68,973 204,742 $\mathbf{1}$
9,365,388 23
1,399,021 4 1,549,011 5
1,637 1,650 7,660
950,989 2
42
953,419 3 897,462 $\overline{\mathbf{3}}$
17,633,816 69 9,053,224 26 9,093,579 $\overline{28}$
28,921,291 21,395,381 62 20,041,682 60
6,308,832 15 6,308,832 18 6,308,832 19
2,051,210 5 1,953,436 6 1,916,601 6
265,799 $\mathbf{1}$ 680,956 2 757,760 2
(83, 387) (230,852) (1) (342, 559) (1)
8,542,454 21 8,712,372 25 8,640,634 26
4,119,556 10 4,367,340 13 4,522,251 14
12,662,010 31 13,079,712 38 13,163,155 40
41,583,301
2
100 34,475,093 100 33,204,837 100

Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

For the three months ended
March 31
2019 2018
Amount Amount
4000 Operating revenues (Notes $6(x)$ and 7) S 2.141.422 100 2.032,559 100
5000 Operating costs (Notes 6(k) and (t)) 710,827 33 559,256 27
Gross profit from operations 1,430,595 67 1,473,303 $\overline{73}$
6000 Operating expenses (Notes 6(d), (i), (l), (r), (s), (t), (y) and 7) 992,222 47 1,115,769 55
6450 Impairment loss determined in accordance with IFRS 9 (Note 6(d)) 15.531 -1
Net operating income 422,842 19 357,534 18
Non-operating income and expenses (Notes 6(f), (g), (p), (r), (z) and 7):
7010 Other income 29.349 1 8,038
7020 Other gains and losses, net 121,883 6 35,482 $\overline{2}$
7050 Finance costs (257, 500) (12) (100, 425) (5)
7060 Share of profit (loss) of associates accounted for using equity method, net 10.794 -1 (35, 189) (2)
(95, 474) (4) (92,094) (5)
7900 Profit from continuing operations before tax 327,368 15 265,440 13
7950 Less: Tax expense (Note $6(u)$ ) 101,644 $\overline{5}$ 111,318 5
Profit 225.724 10 154,122 8
8300 Other comprehensive income:
8360 Components of other comprehensive income that will be reclassified to profit or
loss
8361 Exchange differences on translation of foreign financial statements 239,710 11 137,898 7
8365 Equity related to non-current assets or disposal groups classified as held for sale 735
8370 Share of other comprehensive income of associates accounted for using equity 1,593 (40, 669) (2)
method, components of other comprehensive income that will be reclassified to
profit or loss
8399 Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Total components of other comprehensive income that will be reclassified to profit or __
loss
242,038 $\mathbf{11}$ 97,229 5
8300 Other comprehensive income, net 242,038 11 97.229 5
Comprehensive income (loss) \$ 467,762 21 251,351 $\overline{13}$
Profit (loss), attributable to:
Owners of parent S 139.343 6 84,630 5
Non-controlling interests (Note 6(v)) 86.381 4 69,492 3
S 225,724 10 154,122 $\overline{\mathbf{a}}$
Comprehensive income (loss) attributable to:
Owners of parent S 286.808 13 78,207 4
Non-controlling interests (Note $6(v)$ ) 180.954 8 173,144 9
S 467,762 21 251,351 $\overline{13}$
Earnings per share (Note 6(w))
Basic earnings per share (NT dollars)
0.22 0.13
Diluted earnings per share(NT dollars) S 0.21 0.13

$\ddot{\phantom{a}}$

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the three months ended March 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
Share capital Retained earnings Total other equity interest
Equity related
Exchange
differences on
to non-current
assets (or
translation of disposal Total equity
Unappropriated foreign groups) attributable to
Common retained Total retained financial classified as owners of Non-controllin
Balance at January 1, 2018 stock
6,308,832
1,898,430 107.468 Capital surplus Legal reserve Special reserve earnings
565.662
earnings
$\sqrt{673,130}$
statements
(336, 136)
held for sale parent
8,544,256
g interests
4,382,386
Total equity
12,926,642
Profit (loss) for the three months ended March 31, 2018 84,630 84,630 84,630 69,492 154,122
Other comprehensive income for the three months ended March 31, 2018 (6, 423) (6, 423) 103,652 97,229
Total comprehensive income for the three months ended March 31, 2018 84,630 84,630 (6, 423) 78,207 173,144 251,351
Due to donated assets received 3,332 3,332 $\overline{\phantom{a}}$ 3,332
Changes in equity of associates accounted for using equity method (4,245) (4,245) $\blacksquare$ (4,245)
Difference between consideration and carrying amount of subsidiaries acquired or disposed $\sim$ 19,084 19.084 (33,009) (13, 925)
Balance at March 31, 2018 6,308,832 1,916,601 107,468 650,292 757,760 (342, 559) 8,640,634 4.522.521 13,163,155
Balance at January 1, 2019 6,308,832 1,953,436 163,964 336,136 180,856 680,956 (266, 508) 35,656 8,712,372 4,367,340 13,079,712
Effects of retrospective application and retrospective restatement (554, 500) (554, 500) (554, 500) (428, 738) (983, 238)
Equity at beginning of period after adjustments 6,308,832 1,953,436 163,964 336,136 (373, 644) 126,456 (266, 508) 35,656 8,157,872 3.938,602 12,096,474
Profit (loss) for the three months ended March 31, 2019 139 343 139,343 139,343 86,381 225,724
Other comprehensive income for the three months ended March 31, 2019 146,730 735 147,465 94,573 242,038
Total comprehensive income for the three months ended March 31, 2019 139.343 139,343 146,730 735 286,808 180,954 467,762
Changes in equity of associates accounted for using equity method (299) (299) (299)
Due to recognition of equity component of convertible bonds (preference share) issued 98,073 98,073 98,073
Balance at March 31, 2019 6.308,832 2,051,210 163,964 336,136 (234, 301) 265,799 (119, 778) 36,391 8,542,454 4,119,556 12,662,010.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

For the three months ended
March 31
2019 2018
Cash flows from (used in) operating activities:
Profit before tax \$
327,368
265,440
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 510,827 221,746
Amortization expense 9,461 16,763
Expected credit loss/ Provision for bad debt expense 15,531 3,639
Net loss (gain) on financial assets or liabilities at fair value through profit or loss (10, 386) (1,049)
Interest expense 257,500 100,425
Interest income (29, 349) (8,038)
Share of loss (profit) of associates accounted for using equity method (10, 794) 35,189
Loss (gain) on disposal of property, plan and equipment 2,740 (42)
Reversal of impairment loss on non-financial assets (40, 533)
Lease expense 59,534
Total adjustments to reconcile profit (loss) 704,997 428,167
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease (increase) in financial assets at fair value through profit or loss, mandatorily
measured at fair value
(4,954) 255,784
Notes receivable (1, 859)
Accounts receivable 223,670 (232, 278)
Other receivables (23, 535) (18, 129)
Inventories 6,406 (23, 497)
Other current assets 31,186 (121, 299)
Other financial assets (304) (293)
Changes in operating liabilities:
Contract liabilities 231 19,730
Accounts payable (931, 836) (790, 475)
Other payables (369, 360) (128, 465)
Other current liabilities (26, 786) 38,891
Net defined benefit liability (13) (15)
Other operating liabilities (24, 568)
Total adjustments (390, 298) (598, 306)
Cash outflow generated from operations (62,930) (332, 866)
Interest received 56,260 10,614
Interest paid (247, 199) (101, 018)
Income taxes paid (126, 517) (168, 648)
Net cash flows used in operating activities (380, 386) (591, 918)

$\cdot$

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT' D)

For the three months ended March 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

For the three months ended
March 31
2019 2018
Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at amortised cost 69,181
Acquisition of investments accounted for using equity method (465, 198)
Acquisition of property, plant and equipment (133, 148) (157,082)
Proceeds from disposal of property, plant and equipment 5,456 16,215
Decrease in other receivables 6,205 140,973
Acquisition of intangible assets (4, 457) (36, 430)
Decrease in receivables (transfer of stock equity and prepaid investment) 11,315
Decrease (increase) in other financial assets 1,667 (45, 127)
Increase in other non-current assets (1,200) (1, 438)
Increase in prepaid equipment (151, 936)
Other investing activities (long-term prepaid rents) (3, 453)
Net cash flows from (used in) investing activities (56, 296) (692, 161)
Cash flows from (used in) financing activities:
Decrease in short-term borrowings (9,233) (27, )
Increase in short-term notes and bills payable 29
Payments of lease liabilities (193, 796)
Proceeds from issuing bonds 1,542,300
Proceeds from long-term borrowings 147,171 605,970
Repayments of long-term borrowings (1, 351, 946) (1,386,939)
Increase (decrease) in guarantee deposits (23, 541) 89,874
Acquisition of ownership interests in subsidiaries (13, 925)
Other financing activities 3,332
Net cash flows used in financing activities 110,955 (728, 678)
Effect of exchange rate changes on cash and cash equivalents 120,816 (10, 442)
Net decrease in cash and cash equivalents (204, 911) (2,023,199)
Cash and cash equivalents at beginning of period 5,468,507 6,979,583
Cash and cash equivalents at end of period 5,263,596
S
4,956,384

$\bar{z}$

$\overline{\phantom{a}}$

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

Reviewed only, not audited in accordance with generally accepted auditing standards

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

First Steamship Company Ltd. (the "Company") was established in October 1963 in accordance with the Company Act of the Republic of China. The Company's registered office address is located at 14F, No.237, Sec. 2, Fuxing S. Rd., Taipei City, R.O.C. The major business activities of the Company and its subsidiaries ("the Group") are the domestic and international sea transportation and related businesses, trading of vessels and related products, providing services of financial leasing, providing business consultation services, trading of cosmetics, furnishings and etc., investments, and selling, renting, investing in construction. Please refer to note 14 for further information.

(2) Approval date and procedures of the consolidated financial statements:

These consolidated financial statements were authorized for issuance by the Board of Directors on May 14, 2019.

(3) New standards, amendments and interpretations adopted:

The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the $(a)$ Financial Supervisory Commission, R.O.C. ("FSC") which have already been adopted. The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2018.

Effective date
New, Revised or Amended Standards and Interpretations per IASB
"Leases"
IFRS 16
January 1, 2019
IFRIC 23 "Uncertainty over Income Tax Treatments" January 1, 2019
Amendments to IFRS 9 "Prepayment Features with Negative Compensation" January 1, 2019
Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement" " January 1, 2019
Amendments to IAS 28 "Long-term interests in associates and joint ventures" January 1, 2019
Annual Improvements to IFRS Standards 2015-2017 Cycle" January 1, 2019

Except for the following items, the Group believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of signification changes are as follows:

IFRS 16 "Leases" $(i)$

IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

The Group applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below:

1) Definition of a lease

Previously, the Group determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Group assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note (4)

On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.

2) As a lessee

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for most leases – i.e. these leases are on-balance sheet.

· Leases classified as operating leases under IAS 17

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at either:

  • their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee's incremental borrowing rate at the date of initial application – the Group applied this approach to its largest property leases; or
  • an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments – the Group applied this approach to all other lease. In addition, the Group used the following practical expedients when applying IFRS 16 to leases.

  • Applied a single discount rate to a portfolio of leases with similar characteristics.

  • Adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review.
  • Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term.
  • Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.
  • Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.
  • 3) As a lessor

The Group is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor, except for a sub-lease. The Group accounted for its leases in accordance with IFRS 16 from the date of initial application.

4) Impacts on financial statements

On transition to IFRS 16, the Group recognised additional \$10,891,529 thousands of right-of-use assets, reduced \$3,469,405 thousands of long-term of prepaid rents (including current portion), additional \$329,302 thousands of deferred tax assets, reduced \$1,445,566 thousands of long-term accounts payable and additional \$10,270,230 thousands of lease liabilities, reduced \$428,738 thousands of non-controlling interest and reduced \$554,500 thousands of retained earnings. When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 4.9%.

The explanation of differences between operating lease commitments disclosed at the end of the annual reporting period immediately preceding the date of initial application, and lease liabilities recognized in the statement of financial position at the date of initial application disclosed as follows:

January 1, 2019
Operating lease commitment at December 31, 2018 as disclosed in the Group's \$ 13,096,621
consolidated financial statements
Discounted using the incremental borrowing rate at January 1, 2019 10,270,230
Finance lease liabilities recognized as at December 31, 2018
Lease liabilities recognized at January 1, 2019 10.270.230

Notes to the Consolidated Financial Statements

(b) The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date, the following IFRSs that have been issued by the IASB, but have yet to be endorsed by the FSC:

New, Revised or Amended Standards and Interpretations Effective date per
TASB
Amendments to IFRS 3 "Definition of a Business" January 1, 2020
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between
an Investor and Its Associate or Joint Venture"
Effective date to be
determined by IASB
IFRS 17 "Insurance Contracts" January 1, 2021
Amendments to IAS 1 and IAS 8 "Definition of Material" January 1, 2020

Those which may be relevant to the Group are set out below:

Issuance / Release
Dates
Standards or Interpretations Content of amendment
October 31, 2018 Amendments to IAS 1 and
IAS 8 "Definition of Material"
The amendments clarify the definition of
material and how it should be applied by
including in the definition guidance that until
has featured elsewhere in IFRS
now
Standards. In addition, the explanations
accompanying the definition have been
improved. Finally, the amendments ensure
that the definition of material is consistent
across all IFRS Standards.

The Group assessed that the above IFRSs may not be relevant to the Group.

Summary of significant accounting policies: $(4)$

Statement of compliance $(a)$

The consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language consolidated financial statements, the Chinese version shall prevail.

These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 "Interim Financial Reporting" which are endorsed and issued into effect by FSC, and do not include all of the information required by the Regulations and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for a complete set of the annual consolidated financial statements.

Except the following accounting policies mentioned below, the significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statements for the year ended December 31, 2018. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2018.

(b) Basis of consolidation

List of subsidiaries in the consolidated financial statements $(i)$

List of subsidiaries in the consolidated financial statements include.

Shareholding
Name of
Investor
Name of
Subsidiary
Principal
activity
March 31, December
2019
31, 2018 March 31.
2018
Note
Ltd. First Steamship Co., Yee Shin Investment
Co., Ltd.
General investing 100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Ltd. First Steamship Co., Yee young Co., Ltd Real estate
development, rental
and leasing of
building
100.00% 100.00% 100,00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Ltd. First Steamship Co., First Steamship Group
Development Co., Ltd.
Real estate
development, rental
and leasing of
building
55.00% 55.00% 55.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Ltd. First Steamship Co., FIRST STEAMSHIP
S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
First Steamship Co., GRAND OCEAN
Ltd.
RETAIL
GROUP LTD.
Investment holding
company
3.82% 3.82% 3.95% The company directly (indirectly)
holds more than 50% of its
subsidiaries
First Steamship Co., FIRST MARINER
Ltd.
HOLDING LTD. Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
First Steamship Co., NEW URBAN
Ltd.
INVESTMENTS LTD. Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Yee Shin
Investment Co., Ltd RETAIL
GRAND OCEAN
GROUP LTD.
Investment holding
company
2.29% 1.82% 1.81% The company directly (indirectly)
holds more than 50% of its
subsidiaries
First Steamship
Group Development Consultants LTD
Co., Ltd.
Lan Hai Engineering Engineering
Consultancy
70.00% 70.00% 70.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
LONGEVITY
NAVIGATION S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
PRAISE MARITIME
S.A.
International
transportation and
shipping agency
100.00% 100,00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
BEST STEAMSHIP
S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
GRAND STEAMSHIP
S.A.
International
transportation and
shipping agency
100.00% 100.00% 100,00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
AHEAD CAPITAL
LTD.
Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
MEDIA ASSETS
GLOBAL LTD.
Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries

Notes to the Consolidated Financial Statements

Shareholding
Name of
Investor
Name of
Subsidiary
Principal
activity
March 31,
2019
December
31, 2018
March 31,
2018
Note
FIRST
STEAMSHIP S.A.
BLACK SEA
STEAMSHIP S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
SHIP BULKER
STEAMSHIP S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
NATURE SOURCES
LTD.
Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
GRAND OCEAN
RETAIL
GROUP LTD.
Investment holding
company
48.38% 48.38% 48.38% The company directly (indirectly)
holds more than 50% of its
subsidianes
FIRST
STEAMSHIP S.A.
RELIANCE
STEAMSHIP S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
ALLIANCE
STEAMSHIP S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
SURE SUCCESS
STEAMSHIP S.A.
International
transportation and
shipping agency
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
HERITAGE RICHES
LTD.
Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
SHINING STEAMSHIP
INTERNATIONAL
S.A.
International
transportation and
shipping agency
100.00% % $\overline{\phantom{0}}$ % The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST
STEAMSHIP S.A.
EXCELLENT
STEAMSHIP
INTERNATIONAL
S.A.
International
transportation and
shipping agency
100.00% % % The company directly (indirectly)
holds more than 50% of its
subsidiaries
AHEAD CAPITAL GRAND OCEAN
LTD.
RETAIL GROUP LTD. Investment holding
company
1.85% 1.85% 1.85% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST MARINER FIRST MARINER
HOLDING LTD.
CAPITAL LTD. Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST MARINER
HOLDING LTD.
MARINER FAR EAST
LTD.
Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST MARINER
CAPITAL LTD.
MARINER CAPITAL
LTD.
Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
FIRST MARINER
CAPITAL LTD.
Mariner Finance Ltd. Loan company 100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries

$\bar{\beta}$

Notes to the Consolidated Financial Statements

Sharcholding
Name of
Investor
Name of
Subsidiary
Principal
activity
March 31,
2019
December
31, 2018
March 31,
2018
Note
FIRST MARINER
CAPITAL LTD.
Morton Securities Ltd. Securities
and
Securities
underwriting
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
MARINER
CAPITAL LTD.
Youchen Car Leasing
Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Shanghai Youxin Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Suzhou Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Nanjing Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Nantong Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Huaian Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Hefei Youxin Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Wuhan Youxin Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Qingdao Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Weifang Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Chongqing Youren Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Fuzhou Youli Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Dongguan Youcheng
Car Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Guangzhou Youqiang
Car Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Ningbo Youren Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Changsha Youli Car
Service Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Xian Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries

$\hat{\boldsymbol{\beta}}$

$\sim 10^{-1}$

Notes to the Consolidated Financial Statements

Shareholding
Name of
Investor
Name of
Subsidiary
Principal
activity
March 31,
2019
December
31, 2018
March 31,
2018
Note
Youchen Car
Leasing Ltd.
Xiamen Youhon Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Chengdu Youcheng Car Automobile
Leasing Ltd.
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Xuzhou Youhon Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Lianyungang Youren
Car Service Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Jinhua Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Suqian Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Jinan Youli Car Leasing
Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Yancheng Youcheng
Car Leasing Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Youchen Car
Leasing Ltd.
Zhuzhou Youcheng Car
Leasing Ltd.
Automobile
Finance leasing
company
% %
÷
100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries and it also completed
liquidation in October 2017
Youchen Car
Leasing Ltd.
Zhongshan Youcheng
Car Rental Co., Ltd.
Automobile
Finance leasing
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
GRAND OCEAN
RETAIL GROUP
LTD.
GRAND CITI LTD. Investment holding
company
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
GRAND CITI LTD. Grand Ocean Retail
Group Ltd.
Trading of
cosmetics,
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Group Ltd. Grand Ocean Retail Suzhou Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics,
furnishings, etc.
86.67% 86.67% 86.67% The company directly (indirectly)
holds more than 50% of its
subsidiaries It was closed on
December 31,2018, and it was
processed in the liquidation
process.
Grand Ocean Retail Nanjing Ocean
Group Ltd.
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Group Ltd. Grand Ocean Retail Fuzhou Zhongcheng
Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics,
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Grand Ocean Retail Zayton Ocean
Group Ltd.
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Group Ltd. Grand Ocean Retail Shanghai Jing Xuan
Business Management
Co., Ltd.
Trading of
cosmetics,
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries

$15$

Notes to the Consolidated Financial Statements

Sharcholding
Name of
Investor
Name of
Subsidiar v
Principal
activity
March 31,
2019
December
31, 2018
March 31,
2018
Note
Grand Ocean Retail Fuzhou Jiaruixing
Group Ltd.
Commercial
Management Co., Ltd.
Management
consulting
business, and
trading of
cosmetics.
furnishings, etc.
100.00% 100.00% % The company directly (indirectly)
holds more than 50% of its
subsidiaries
Zayton Ocean
Department Store
Co., Ltd.
Wuhan Zhongshan
Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics,
furnishings, etc.
30.00% 30.00% 30.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Nanjing Ocean
Department Store
Co., Ltd.
Suzhou Grand Ocean
Department Store Co.,
Ltd
Trading of
cosmetics.
furnishings, etc.
6.66% 6.66% 6.66% The company directly (indirectly)
holds more than 50% of its
subsidiaries. It was closed on
December 31, 2018, and it was
processed in the liquidation
process.
Nanjing Ocean
Department Store
Co., Ltd.
Nanjing Grand Ocean
Department Hefei Store
Co., Ltd.
Trading of
cosmetics.
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Grand Ocean
Department Store
Co., Ltd.
Fuzhou Zhongcheng Fuzhou Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Grand Ocean
Department Store
Co., Ltd.
Fuzhou Zhongcheng Fuzhou Tiandi Grand
Ocean Department Store cosmetics,
Co., Ltd.
Trading of
furnishings, etc.
50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Fuzhou Zhongcheng Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
70.00% 70.00% 70.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Fuzhou Grand
Ocean Department
Store Co., Ltd.
Fuzhou Tiandi Grand
Ocean Department Store cosmetics,
Co., Ltd.
Trading of
furnishings, etc.
50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Wuhan Guanggu Grand
Ocean Department Store cosmetics,
Co., Ltd.
Trading of
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Xiangtan Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidianes. It was closed on
December 31,2018, and it was
processed in the liquidation
process.
Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Chongqing Guanggu
Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics,
furnishings, etc.
50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Wuhan Longyang Grand Trading of
Ocean Department Store cosmetics,
Co., Ltd.
furnishings, etc. 50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Hengyang Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
100.00% 100.00% 1.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries

Notes to the Consolidated Financial Statements

Sharcholding
Name of
Investor
Name of
Subsidiary
Principal
activity
March 31,
2019
December
31, 2018
March 31,
2018
Note
Wuhan Zhongshan
Grand Ocean
Department Store
Co., Ltd.
Shiyan Ocean Modern
Shopping Co., Ltd.
Trading of
cosmetics.
furnishings, etc.
100.00% 100.00% 100.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Guanggu
Grand Ocean
Department Store
Co., Ltd.
Xiangtan Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries. It was closed on
December 31, 2018, and it was
processed in the liquidation
process.
Wuhan Guanggu
Grand Ocean
Department Store
Co., Ltd.
Chongqing Guanggu
Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Guanggu
Grand Ocean
Department Store
Co., Ltd.
Wuhan Longyang Grand Trading of
Ocean Department Store cosmetics,
Co., Ltd.
furnishings, etc. 50.00% 50.00% 50.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Guanggu
Grand Ocean
Department Store
Co. Ltd.
Yichang Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
99.00% 99.00% 99.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Wuhan Longyang
Grand Ocean
Department Store
Co., Ltd.
Yichang Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics,
furnishings, etc.
1.00% 1.00% 1.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries
Xiangtan Grand
Ocean Department
Store Co., Ltd.
Hengyang Grand Ocean
Department Store Co.,
Ltd.
Trading of
cosmetics.
furnishings, etc.
% % 99.00% The company directly (indirectly)
holds more than 50% of its
subsidiaries

(ii) List of subsidiaries which are not included in the consolidated financial statements: None.

$(c)$ Leases (policy applicable from January 1, 2019)

  1. Identifying a lease

For contract signing date, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Assesses whether the contract is, or contains, a lease, the Group evaluates the following items: :

  • $(1)$ the contract involves the use of an identified asset, the identified asset is expressly specified in the contract or is implicitly specified as it is available for use, and its entity may distinguish or represent substantially all of the capacity, and the supplier have a substantive right to substitute the asset, the asset is not an identified asset; and
  • $(2)$ the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use; and
  • When one of the following conditions is met, the Company has the right to direct the use of $(3)$ the identified asset throughout the period of use:

· The customer has the right to use the identified assets and the purpose of their use throughout the period of use.

· The decision-making process regarding the use of the asset and the purpose of its use is predetermined, and:

Notes to the Consolidated Financial Statements

  • The customer has the right to operate the asset throughout the period of use and the supplier has no right to change such operational instructions; or

  • The manner in which the customer designs the asset has pre-determined how and during the entire use period.

When the lease is established or the reassessment of the contract includes a lease, the combined company distributes the consideration in the contract to the individual lease component on a relative price basis. However, at the time of lease of land and construction, the combined company chooses to treat the lease component and the non-lease component as part of a single lease without distinguishing between non-lease components.

2. As a lessee

The Group recognizes right-of-use asset and lease liability at the commencement date. The cost of the right-of-use asset comprises: the amount of the initial measurement of the lease liability; any lease payments made at or before the commencement date; any initial direct costs incurred by the lessee; an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease; and less any leas incentives received.

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 of the lease terms. Otherwise, the group evaluate regular whether the right-of-asset is impaired and to account for any impairment loss identified; when the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.

At the commencement date the Group measures the lease liability ate the present value of the lease payments that are not paid at that date. The lease payments discount using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses it's incremental borrowing rate. The group using incremental borrowing rate as the discount.

The lease payments included in the measurement of the lease liability comprise the following:

i. fixed payments, including in-substance fixed payments;

ii. variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date:

iii. amounts expected to be payable by the lessee under residual value guarantees;

iv. the Group is reasonably certain to exercise purchase that option or an option to terminate the lease or payments of penalties for terminating the lease.

The lease liability is subsequently measured at amortized cost using the effective interest method and remeasure the amount when:

i. change in future lease payments arising from a change in an index or a rate;

ii. change in the amounts expected to be payable under a residual value guarantee; or

iii. if the Company changes its assessment of whether it will exercise a purchase option, extension or termination option.

iv. changes its assessment of whether it will extension or termination option, and change in the lease term

v. Modification of the subject, scope or other terms of the lease

It is remeasured if there is a change in future lease payments arising from a change in an index or

Notes to the Consolidated Financial Statements

a rate; if there is a change in the amounts expected to be payable under a residual value guarantee; or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset. However, if the carrying amount of the right-of-use asset is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss.

Moreover, the lease liability is remeasured when lease modifications occur that decrease the scope of the lease. The Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognizes in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group will use the right-of-use asset and lease liabilities that are not in line with the definition of investment real estate as separate items expressed in the balance sheet.

The Company recognizes the lease payments associated with short-term leases and low-value asset leases as expenses on a straight-line basis over the lease term.

  1. As a lessor

At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments discount using the interest rate implicit in the lease, if that rate can be readily determined. At the time of the assessment, the consideration of the combined company includes whether the lease period covers the relevant specific indicators such as the main part of the economic life of the underlying asset.

If the combined company is a sub-lease, the main lease and sub-lease transaction are processed separately, and the classification of the sub-lease transaction is evaluated based on the right-of-use asset generated by the main lease. If the primary lease is a short-term lease and an exemption is applied, the sub-lease transaction should be classified as an operating lease.

For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.

Assets held under finance leases are expressed as amounts receivable from finance leases based on the amount of net lease investment. The original direct costs incurred in negotiating and arranging operating leases are included in the net lease investment. The net investment in leases is a type that can be reflected in a fixed rate of return in each period and is recognized as interest income during the lease term. For operating leases, the combined company uses the straight-line basis to recognise the lease payments received as rental income over the lease term.

(d) Employee benefits

The pension cost in the interim period was calculated and disclosed on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year.

Income taxes $(e)$

The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of IAS 34, Interim Financial Reporting.

Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period by the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period (and allocated to current and deferred taxes based on its proportionate size).

Temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the tax rates that have been enacted or substantively enacted at the time of the asset or liability is recovered or settled, and be recognized directly in equity or other comprehensive income as tax expense.

Significant accounting assumptions and judgments, and major sources of estimation uncertainty: $(5)$

The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs (in "Interim Financial Reporting" accordance with IAS 34 and endorsed by the FSC) requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates. Except for the following, the preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with the consolidated financial statements for the year ended December 31, 2018. For the related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2018.

Notes to the Consolidated Financial Statements

(6) Explanation of significant accounts:

Except the following explanation mentioned below, the explanation of significant accounts described in the consolidated financial statements are the same as those in the consolidated financial statements for the year ended December 31, 2018. For the related information, please refer to note 6 of the consolidated financial statements for the year ended December 31, 2018.

(a) Cash and cash equivalents

March 31,
2019
December 31,
2018
March 31,
2018
Petty cash S 39.949 49,601 49,147
Demand deposits 5,202,080 5,397,402 4,774,699
Time deposits 21,567 21,504 132,538
Total 5,263,596 5.468.507 4,956,384

Please refer to note 6(aa) for the sensitivity analysis and interest rate risk of the financial assets and liabilities of the Group.

Financial assets $(b)$

As follows: $(i)$

March 31,
2019
December
31, 2018
March 31,
2018
Financial assets at fair value through profit
or loss
Financial asset held-for-trading
Beneficiary certificates S 154,041 140,466 210,092
Shares of stock of listed companies 12,410 11,502 12,131
Total 166.451 151.968 222.223
Financial liabilities held-for-trading
Embedded derivatives--
Redemption and resale rights of 5.244
convertible corporate bond
  • Please refer to note 6(aa) for disclosure of credit risk and market risk of all financial $(ii)$ instruments mentioned above.
  • $(iii)$ Please refer to note 6(z) for the unrealized gain (loss) on valuation of financial assets and liabilities.

$(c)$ Current financial assets at amortized cost

March 31, December 31, March 31,
2019 2018 2018
Corporate bond 529,932 921.600
    1. On June 15, 2018, the Group's Board of Directors had passed a resolution during the meeting to purchase a one-year unsecured 10% corporate bond issued by Skyfame Realty Holdings Ltd. at par value of \$924,300 thousand (USD \$30,000 thousand). The Group assesses that the objective is to hold the asset to collect the contractual cash flows until its maturity date, and the cash flows of financial assets are solely payments of principal and interest on the principal amount outstanding; therefore, the financial asset was reported as financial asset measured at amortized cost. On January 28, 2019, the Group's Board of Directors had agreed to Skyfame Realty Holdings Ltd. redemption \$394,368 thousand (USD \$12,800 thousand) of unsecured corporate bond in advance. Moreover, the aforesaid amount in financing was \$144,315 thousand (USD) \$4,684 thousand) and \$468,163 thousand (USD \$15,240 thousand) as of March 31,2019 and December 31, 2018.
    1. As of March 31, 2019 and March 31, 2018, the financial assets of the Group had been pledged as collateral for borrowings. Please refer to note 8
  • $(d)$ Trade receivables and other receivables
March 31,
2019
December 31,
2018
March 31,
2018
Current
Account payable \$ 1,859
Trade receivables 262,213 385,502 193,161
Allowance for impairment
262,213 385,502 195,020
Leases payment receivables
(included operating lease)
1,378,088 1,025,414 239,925
Less: Unearned interest (155, 777) (169,065) (24, 441)
Allowance for impairment (37, 657) (26,913) (1,899)
843,654 829,436 213,585
Subtotal 1,105,867 1,214,938 408,605
Non-current
Leases payment receivables 907,201 988,803 1,692,865
Less: Unearned interest (75, 775) (78, 628) (222, 855)
Allowance for impairment (31,080) (25,112) (21, 432)
Subtotal of non-current asset 800,346 885,063 1,448,578
Total 1,906,213 2,100,001 1,875,183
(Continued)

Notes to the Consolidated Financial Statements

  • (i) The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information.
  • 1) The loss allowance provision in rental business department in China was determined as follows:
2019.3.31
Gross carrying
amount of leases
payment receivable
Weighted-aver
age loss rate
Loss allowance
provision
Current S 1.510,608 0.16% 2,360
1 to 30 days past due 88,092 2.64% 2,326
31 to 60 days past due 16,630 15.29% 2,542
61 to 90 days past due 18.271 34.05% 6,221
More than 91 days past due (Note) 79,136 69.86% 55,288
712 737 68 737
2018.12.31
Gross carrying
amount of leases
payment receivable
Weighted-aver
age loss rate
Loss
allowance
provision
Current S 1,605,182 0.15% 2,438
1 to 30 days past due 79,394 2.30% 1,826
31 to 60 days past due 10,676 16.59% 1,770
61 to 90 days past due 4,768 36.88% 1,759
More than 91 days past due (Note) 66,504 66.51% 44,232
1,766,524 52,025
2018.3.31
Gross carrying
amount of leases
payment receivable
Weighted-averag Loss allowance
e loss rate
provision
Current S 1,516,646 0.5% 7,583
1 to 30 days past due 124,559 0.5% 623
31 to 60 days past due 8,140 0.5% 41
61 to 90 days past due 9,181 10% 918
More than 91 days past due (Note) 26,968 52.53% 14,166
S 1.685.494 23,331

$$ 1,685,494$

Note: The amount of the overdue payment of the lease business on March 31,2019, December 31, 2018 and March 31,2018 was \$71,000 thousand(CNY\$ 15,517 thousand), \$62,494 thousand(CNY\$ 13,962 thousand) and \$13,403 thousand(CNY\$ 2,895 thousand). The

Notes to the Consolidated Financial Statements

Group assessed the recoverable amount of the above overdue payment and proposed a reserve for loss of \$39,694 thousand (CNY\$8,675 thousand), \$36,143 thousand (CNY\$7,927 thousand) and \$6,804 thousand (CNY\$1,470 thousand) after deducting unrealized financing profit and deposit

$2)$ The loss allowance provision in retail business department in China was determined as follows:

2019.3.31
Gross carrying
amount
Weighted-aver
age loss rate
Loss allowance
provision
Current 214,331
2018.12.31
Gross carrying
amount
Weighted-aver
age loss rate
Loss allowance
provision
Current 339,792
2018.3.31
Gross carrying
amount
Weighted-aver
age loss rate
Loss allowance
provision
Current 165.354

$3)$ The loss allowance provision in shipping business department was determined as follows:

2019.3.31
Gross carrying
amount
Weighted-aver
age loss rate
Loss allowance
provision
Current 33.121
2018.12.31
Gross carrying Weighted-aver Loss allowance
amount age loss rate provision
Current 24.718
2018.3.31
Gross carrying Weighted-aver Loss allowance
amount age loss rate provision
Current 15.169

$4)$ The loss allowance provision in Taiwan as of was determined as follows:

2019.3.31
Current Gross carrying
amount
14.761
Weighted-aver
age loss rate
Loss allowance
provision
2018.12.31
Gross carrying
amount
Weighted-aver
age loss rate
Loss allowance
provision
Current 20.992
2018.3.31
Gross carrying Weighted-averag Loss allowance
amount e loss rate provision
Current 40. $\overline{\phantom{0}}$

(ii) The movements in the allowance for trade receivables were as follows:

For the three months ended
March 31
2019 2018
Balance on January 1, 2019 and 2018 per IFRS 9 S 52.025 19,366
Impairment losses recognized 15.531 3,639
Foreign exchange gain (loss) 1 1 8 1 326
Balance on March 31, 2019 and 2018 68.737 23.33

(iii) Expiration analysis of consolidated company lease payments to report the undiscounted lease payments to be received in the future $\overline{1}$ as absolute

March 31,2019
Below 1 year S 1,037,088
1 to 2 year past due 740,292
2 to 3 year past due 166,909
Total lease investment 1,944,289
Unearned financing income (231, 552)
The present value of the lease payments receivable 1,712,737

The components and aging of financial lease receivables were as follows:

$\mathcal{L}$

Gross
investment in the
lease
Unearned
revenue
Present value
of minimum
lease payment
receivables
December 31, 2018
Within operating cycle S 1,025,414 (169,065) 856,349
Between operating cycle and 5 year 988,803 (78, 628) 910,175
2,014,217 (247, 693) .766,524
March 31, 2018
Within operating cycle S 239,925 (24, 441) 215,484
Between operating cycle and 5 year 1.692,865 (222, 855) 1,470,010
1.932.790 (247, 296) 1,685,494

(Continued)

$\sim$

کرد

The other receivables $(e)$

March
31,2019
December
31,2018
March
31,2018
Other receivables-transfer of equity shares \$ 19,022 18,608 25,462
Other receivables-loans (included related
parties)
66,346 71,616 94,794
Other receivables-investment and
guarantee deposits
741,252 725,119 749,959
Other receivables-others 103,030 109,780 104,122
Less: Allowance for impairment (19.022) (18, 608)
Total 910,628 906.515 974.337
  • $(i)$ The other receivables–loans arise from the demand of short-term financing by the car rental platform and cooperative construction in rental business department and other department.. Furthermore, other receivables–others are the advance payment in accordance with the promotions held by retail business department and venders. Since the Group and the vendors are in a long-term business relationship, the Group has considered historical experience and believed that they were less doubtful of the recoverability of these receivables. The Group assessed the aforesaid other receivables as the financial assets with low credit risk and measured loss allowances at an amount as 12-month expected credit loss. Management believed that there were less doubtful of credit losses.
  • (ii) In 2012, the Group paid a guarantee deposit of CNY\$124,000 thousand to Quanzhou Fengsheng Group to purchase the commercial real estate of the Fengsheng Junyuan Development Project developed by Fengsheng Group in Fengze District, Quanzhou. After assessing the investment value of the project, the Board of Directors of the Group resolved during the meeting in July, 2015 to invest Quanzhou Fengan Real Estate Development Co., Ltd., and expected to obtain 100% equity of the company with a contractual amount of CNY\$325,000 thousand. As of December 31, 2015, the Group had paid CNY\$200,000 thousand, which was reported under the prepayment for investments. The management of the Group evaluated the uncertainty of the investment and thus terminated the investment. Therefore, the original prepayment for investments of CNY\$200,000 thousand and other financial assets – current of CNY\$124,000 thousand, were reclassified as other receivables as of June 30, 2016.

In addition, the Group reviewed the nature of other receivables and analyzed the current financial position of the counterparty. In order to secure the aforementioned debt, the Group had acquired pledge of stock rights of Quanzhou Fengan Real Estate Development Co., Ltd., and at the same time had obtained the debtor' s promise that other investment profits to be priority to repay the debt. The Group evaluated that the aforementioned debt should have no impairment concern. Because the debtor takes time to complete the relevant legal procedures of the disposition of investment, the Group and the debtor renegotiate the repayment period, which should be before April 30, 2017, before September 30, 2017, and before December 31, 2017. The total amount of repayment should be 10%, 40% and 50%, respectively. In case of

violation of the agreement, the aforementioned collateral would be transferred to the Group for debt repayment. In accordance with the aforesaid agreement, the Group was received CNY\$162,000 thousand on December 31, 2017. On December 19, 2017, the Board of Directors of the Group resolved during the meeting on the Fengsheng Group's extension of the repayment agreement, which extended remaining proceeds to June 30, 2018. Due to the delay of procedures of the disposition of investment, Fengsheng Group could not make the payments by the aforementioned date. As of March 31,2019 · December 31, 2018 and March 31,2018, the outstanding receivables were CNY\$162,000 thousand (\$741,252 thousand \$725,119 thousand and \$749,959 thousand respectively. The Group acquired the deferred repayment instructions by Fullshare Holdings and promised that it will be the first one to receive funds when developing the land of Fengan and it will repay the debts; and it shall be based on the assessment report of this claim, to assess that the value of the creditor's rights without any impairment. In addition, the Group shall actively assist the Fengan Company in the development of the Fengan land, so to recover the amount owed to the merged company when the development project begins its pre-sales process.

(iii) The merged company sold its 100% equity of Tong-ling Grand Ocean Department Store in December 2016. The selling price was \$48,549 thousand (CNY\$ 10,000 thousand). As of March 31,2019 · December 31,2018 and March 31, 2018, the transfer amount that has not yet been received is \$19,022 thousand (CNY\$ 4,157 thousand) $\cdot$ \$18,608 thousand (CNY\$ 4,157 thousand) and \$25,462 thousand (CNY\$5,500 thousand), and the payments should be collected by May 15, 2017 according to the contract. The merged company has obtained the financial support statement of the transferee company and has coordinated the repayment method and schedule. However, the company has filed a lawsuit against the transferee company in 2018, but the recoverability of the amount was assessed and the impairment loss of \$19,022 thousand (CNY\$4,157 thousand) \$18,608 thousand (CNY\$ 4,157 thousand) and zero was recognized on March 31,2019 · December 31,2018 and March 31, 2018, under the expected credit impairment loss of the statement of comprehensive income.

The movements in the allowance for other receivables were as follows:

For the three
months ended
March 31,2019
Balance on January 1, 2019 18.608
Foreign exchange losses 414
Balance on March 31, 2019 19.022
  • (iv) The subsidiary of the merged company, Youchen Car Leasing Ltd., loaned the original funds to ChaoShang Investment Limited in Jiangsu in December 2017 and the remaining credits plus interest of \$168,631 thousand (CNY\$ 37,000 thousand) was transferred to Huiho Investment Management Co., Ltd. in Shanghai, and the creditor's amount was fully collected in March 2018.
  • (f) Non-current Assets Held for Sale
  • (i) On December 7, 2018, the board of directors of the merged company resolved to sale the invested real estate, including related lands and houses; and on March 29, 2019, the company (Continued)

signed a sales contract with the non-relative Wisdom Marine International Inc. for a total contract price of 465,800 thousand. It has started to conduct the sales and is expected to complete the sales within one year, and the assets will be reported under the non-current assets held for sale. As of March 31,2019 and December 31, 2018, the amount of non-current assets held for sale was both \$ 246,147 thousand.

(ii) On December 7, 2018, the board of directors of the merged company resolved to sale the investment of equity method - Sandmartin International Holdings Limited; it has started to conduct the related sales and is expected to complete the sales within one year, and the investment using the equity method will be reported under the non-current assets held for sale.As of March 31,2019 and December 31, 2018, the amount of non-current assets held for sale was \$298,710 thousand and \$257,443 thousand.

March 31,
2019
December31,
2018
Investment Property 246,147 246,147
Investments at equity 298,710 257,443
Total 544.857 503,590
Exchange difference arising from the translation of the
financial statements of the foreign operating institution in
relation to the non-current assets to be disposed of and
recognized in other comprehensive gains and losses
S 4,331 3,596
Property revaluation increments 32,060 32,060
36,391 35,656

On March 31, 2019, the above-mentioned non-current assets to be sold were measured at a book value and fair value less than the cost of sales, and were recognized as deductible interest of 40,533 thousand (US\$1,315 thousand), under the other interests and losses of the consolidated consolidated income statement. Please refer to Note 6 (z) for details.

The non-repetitive fair value and investment using the equity method is measured at \$465,800 thousand and \$298,710 thousand, respectively, based on observable inputs which are the measurement basis of the price in similar transaction or in the same industry, and their fair value are in the second level and first level, respectively.

The non-current assets held for sale of the merged company are estimated using the market valuation technique to estimate the fair value of the non-current assets held for sale, using the recent transaction price of the same or similar transactions in the market as the observable inputs

As of March 31, 2019, December 31, 2018 and March 31, 2018, the non-current assets to be sold of the Group are provided as collateral guarantees. Please refer to Note 8 for details.

(g) Investments accounted for using equity method

The Group's investments accounted for using the equity method at the reporting date were as follows:

Investee March 31,
2019
December 31,
2018
March 31.
2018
Beijing ShouHai International Economics \$
and Technology Consultant Service Co.,
Ltd.
6.893 6.742 6,880
Taiwan Environment Scientific Co., Ltd. 113,543 120,745 151,058
Sandmartin International Holdings Ltd. 374,153
IRC Properties Inc. 132,678
Summit Ascent Holdings Ltd. 1,215,750 1,196,611 800,215
.336.186 1.324.098 .464,984

$(i)$ Aggregation of financial information-individually insignificant associates' equity

The Group's financial information for investments accounted for using the equity method that are individually insignificant were as follows:

March 31. December 31, March
2019 2018 31, 2018
Carrying amount of individually
insignificant associates' equity
1,336,186 1.324.098 1.464
For the three months ended March 30
2019 2018
Attributable to the Group: 10,794 (35,189)
Loss from continuing operations 1.593 (40.669)
Other comprehensive income 12.387 75.858)
  • $(ii)$ The Group will be disposed of by the board of directors on December 7, 2018, The full equity of Sandmartin International Holdings., Ltd. will be sold within one year. The investments using the equity method are reported to the non-current assets held for sale of Note 6(f).
  • (iii) On May 3, 2018, the Group had disposed the entire equity of IRC Properties Inc. and ceased the significant influence on the company. For related information, please refer to the consolidated financial report in the end of 2018.
  • (iv) In December 2017, the Group obtained 12.67% of the equity of Summit Ascent Holdings Ltd. in cash of \$101,290 thousand and in financing of \$676,073 thousand (reported as other payables). The management of the Group is a director of Summit Ascent Holdings Ltd. which has significant influence on the company; therefore, the company is evaluated by the equity method. Subsequently, the Group obtained 6.55% by \$384,171 thousand. Moreover, the aforesaid amount in financing were \$333,902 thousand, \$333,419 thousand and \$277,965

thousand (reported as other payables) as of March 31, 2019 · December 31, 2018 and March 31, 2018.

  • $(v)$ On March 5, 2018, the Group subscribed to the issuance of new shares of the investee, Taiwan Environment Scientific Co., Ltd., amounting to \$12,127 thousand. The Group recognizes increase of capital surplus due to not subscribing by shareholding percentage amounting to \$2,330 thousand. Moreover, the Group recognized the capital surplus by shareholding percentage of \$299 thousand due to the change in investee' s capital surplus.
  • (vi) The unreviewed financial statements of investments accounted for using equity method

Except for Taiwan Environment Scientific Co., Ltd. as of March 31, 2019, investments were accounted for by the equity method, and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that had not been reviewed.

As of March 31, 2018, investments were accounted for by the equity method, and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that had not been reviewed.

(vii) Guarantees

There is no guarantee in investments using equity methods of the Group.

(h) Material non-controlling interests of subsidiaries

The material non-controlling interests of a subsidiary were as follows:

Main operation/ Percentage of non-controlling interests
Name of Subsidiary place March 31.
2018
December 31.
2018
March 30.
2018
GRAND OCEAN RETAIL
GROUP LTD.
China/Cayman Islands 43.66% 43.66% 43.80%

The following information of the aforementioned subsidiary has been prepared in accordance with the IFRSs endorsed by the FSC. Intra-group transactions were not eliminated in this information.

$(i)$ Collective financial information of Grand Ocean Retail Group Ltd.

March 31,
2019
December 31,
2018
March 31,
2018
Current assets \$
6,566,401
7,695,337 6,902,600
Non-current assets 21,300,076 13,239,338 13,885,267
Current liabilities (6,710,246) (7, 194, 719) (7, 131, 881)
Non-current liabilities (11,889,545) (3,910,056) (3,502,843)
Non-controlling interest 522 (304) (4,788)
Net assets 9,267,208 9.829,596 10,148,355
Non-controlling interest 4.046,063 4.291.602 4,444,980

For the three months ended

March 31
2019 2018
Sales revenue .779.679 .691,163
Net income S 202,171 162,878
Other comprehensive income 216,608 235,423
Comprehensive income 418.779 398,301
Profit (loss), attributable to non-controlling interests 87.799 71.823
Comprehensive income (loss), attributable to
non-controlling interests
182.374 75.397
For the three months ended
March 31
2019 2018
Net cash flows from operating activities \$
(321, 150)
(532, 846)
Net cash flows from investing activities (134, 119) (351, 244)
Net cash flows from financing activities (393, 936) (895, 529)
Effect of exchange rate changes 107,967 47,315
Net decrease in cash and cash equivalents 741,238) 1,732,304

$(i)$ Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group were as follows:

Land Buildings Transportation
equipment
Vessels Office
couipment
Leaschold
Improvement
Construction
in progress
Total
Cost or deemed cost:
Balance at January 1, 2019 126.409
s
3,795,849 118.527 8.152.699 320,672 7.485.417 129.957 20.129.530
Additions 39.946 3,179 42,057 47.966 133,148
Other reclassifications 21,707 72,965 (94.672)
Disposals and obsolescence (19, 419) (37, 838) (360, 871) (418.128)
Effect of change in foreign exchange
rates
83.284 2.485 23.885 6,882 165,837 2.371 284.744
Balance at March 31, 2019 126.409.
S.
$-3,900,840$ 141,539 8,176,584 292.895 2.405.405 85.622 20.129.294
Balance at January 1, 2018 126.409
s
3.869.781 183.662 7.902.335 323.543 6.906.844 201.690 19 514.264
Additions 6.538 5.719 72.230 147,880 232.367
Other reclassifications 249,125 (249, 125)
Disposals and obsolescence $(17.9-3)$ (2,513) (5,992) (26, 448)
Effect of change in foreign exchange
rates
59.935 2.499 (177, 789) 4,787 110,046 2,622 2,100
Balance at March 31, 2018 $5 - 126,409$ 3,929,716 124.756. 2.224.546. 331.536 7.332.253 103,067 19.722,283.
Depreciation and impairment loss:
Balance at January 1, 2019 s 398,011 71.629 1.577 649 238 024 4.416.711 6.702.024
Depreciation 23,735 5,390 83.911 6 70 8 109.624 229,368
Disposals and obsolescence (13,009) (40, 467) (356.456) (409.932)
Effect of change in foreign exchange 8,409 1.456 4.580 5.112 97,617 117,174
rates
Balance at March 31, 2019 430.155 65.466 1.666.140 209.377 4.267.496 6.638.634
Balance at January 1, 2018 S 330,525 91.496 1,205,218 228 357 3.830,145 5,685,741
Depreciation 23,358 8.066 79.690 6.735 103.191 221.040
Disposals and obsolescence (3.390) (1.993) (4.892) (10.275)
Effect of change in foreign exchange 4,915 1.291 (27,624). 3.442 60,527 42.551
rates
Balance at March 31, 2018 $\mathbf{s}$
Contract Contract
358, 98 97.463. 1.257.284 236,541 3,988,971 5.939.057
Carrying amounts:
Balance at January 1, 2019 $S = 126.409$ 3.397.838 46,898 6,575,050 32.648 3.068.706 129.957 13,427,506
Balance at March 31, 2019 $5 - 126,409$ 3,470,685 76,073 6.510.444 83.518 3.137.909 85,622 13,490,660
Balance at January 1, 2018 s
126.409
3.539.256 92,166 6,697,117 95.186. 3.076.699 201,690 13,828,523
Balance at March 31, 2018 S.
126.409
3.570.918 77,293 6.167.262 24.995 3.313.282 103.067 13,783,226
  • $(i)$ As of March 31, 2019 · December 31, 2018 and March 31, 2018, due to payments to stores maintenance to acquire property, plant and equipment, and payments to land use rights, the subsidiary recognized other payables amounting to \$278,877 thousand > \$286,652 thousand and \$419,557 thousand, respectively.
  • $(ii)$ The significant components of the buildings include the main building, machinery and air conditioner with their own estimated useful lives.
  • (iii) Please refer to note 6(z) for gains on disposal of property, plant and equipment.
  • (iv) Guarantee

ડે≿

As of March 31, 2019 · December 31, 2018 and March 31,2018, the property, plant and equipment of the Group had been pledged as collateral for bank borrowings; please refer to note 8 for further detail.

Right-of-use assets $(i)$

The cost and depreciation of the land, building, machine and transportation equipment of the Group were as follows:

Land Buildings Machine and
transportation
equipment
Total
Cost:
Balance at January 1, 2019
Effects of retrospective application
and retrospective restatement
3,378,465 7,547,100 55,964 10,981,529
Addition 480 480
Effect of change in foreign
exchange rates
75,165 167,425 1,224 243,814
Balance at March 31, 2019 3,453,630 7.715.005 57.188 11,225,823
Depreciation:
Balance at January 1, 2019
Depreciation 25,331 254,110 1,775 281,216
Effect of change in foreign
exchange rates
38 372 412
Balance at March 31, 2019 25.369 254.482 .777 281.628
Carrying amounts $\therefore$
Balance at January 1, 2019
Balance at March 31, 2019 3,428,261 7,460,523 55.411 10.944.195

The Group of the department store building, office space, staff quarters and transportation equipment used for business leases from January 1 to March 31, 2019 · please refer to note 6(s) for further detail. •

(k) Investment properties

Land and
improvement Buildings Total
Cost or deemed cost:
Balance at January 1, 2019 S 115,769 50,251 166,020
Balance at March 31, 2019 115,769 50,251 166.020
Balance at January 1, 2018 S 313,005 135,322 448,327
Balance at March 31, 2018 313,005 135,322 448,327
Accumulated depreciation and impairment
losses:
Balance at January 1, 2019 \$ 21,038 21,038
Depreciation 243 243
Balance at March 31, 2019 21,281 21,281
Balance at January 1, 2018 \$ 54,549 54,549
Depreciation 706 706
Balance at March 31, 2018 55,255 55,255
Carrying amounts:
Balance at January 1, 2019 115,769 29,213 144,982
Balance at March 31, 2019 115,769 28,970 144,739
Balance at January 1, 2018 313,005 80,773 393.778
Balance at March 31, 2018 313,005 80,067 393,072

The fair value of the investment property was not significantly different from those disclosed in the Note 6 (j) of the annual consolidated financial statements for the year ended December 31, 2018.

For the case where the investment properties of the Group is transferred to the non-current assets hend for sale, please refer to note 6(f) for further detail.

As of March 31, 2019 · December 31, 2018 and March 31, 2018, the investment properties of the Group had been pledged as collateral for bank borrowings; please refer to note 8 for further details.

34

Intangible assets $(i)$

The costs, amortization, and impairment loss of intangible assets were as follows:

Goodwill Trademark License Plate Other Total
Cost:
Balance at January 1, 2019 S. 1,396,645 430,575 375,927 80,545 2,283,692
Additions – parent company only 4,457 4.457
Effect of change in foreign
exchange rates
30,951 1.261 8,364 1,705 42,281
Balance at March 31, 2019 1,427,596 431.836 384,291 86,707 2,330,430
Balance at January 1, 2018 \$ 1,421,771 417.399 273,176 60,716 2,173,062
Additions-parent company only 34,983 1,447 36,430
Effect of change in foreign
exchange rates
22,171 (9,390) 4,497 784 18,062
Balance at March 31, 2018 1.443.942 408,009 312,656 62.947 2.227.554
Accumulated amortization and
impairment loss:
Balance at January 1, 2019 \$ 6,318 5,242 58,710 70,270
Amortization 1,836 1,836
Effect of change in foreign
exchange rates
19 117 1.214 1,350
Balance at March 31, 2019 6,337 5.359 61.760 73.456
Balance at January 1, 2018 \$ 6,125 5,337 51,147 62,609
Amortization 3,671 3,671
Effect of change in foreign
exchange rates
(138) 84 646 592
Balance at March 31, 2018 5.987 5.421 55.464 66,872
Carrying amounts:
Balance at January 1, 2019 1,390,327 430,575 370,685 21,835 2,213,422
Balance at March 31, 2019 1,421,259 431.836 378,932 24,947 2,256,974
Balance at January 1, 2018 \$ 1,415,646 417.399 267,839 9.569 2,110,453
Balance at March 31, 2018 \$ 1,437,955 408.009 307.235 7,483 2,160,682

$(i)$ Recognition of amortization and impairment

The amortization and impairment loss of intangible assets are included in the consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018:

For the three months ended
March 31
2019 2018
Operating expenses 1.836 3.671

(ii) Goodwill

Management believes that the recoverable amount of CGU in retail business and the use of key assumptions has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2018. Also, management believes that there were no significant changes. Please refer to note $6(k)$ of the annual consolidated financial statements for the year ended December 31, 2018.

(m) Other financial assets – current and non-current

March 31,
2019
December 31,
2018
March 31,
2018
Other financial assets – current
Deposits $-$ out for lease S 72,557 3,900 3,235
Restricted deposits 298,596 296,279 133,786
Deposits - ready to transaction 209,973 310,028
Others 1,808 3,707 1,563
582.934 613.914 138,584
Other financial assets $-$ non-current
Deposits $-$ out for lease \$ 174,281 239,621 244,985
Restricted deposits 255,084 255,084 430,150
Others 32,479 31,355 36,291
461,844 526,060 711,426
  • $(i)$ Deposits — out for lease is leasing deposit from lessee.
  • As of March 31, 2019, December 31, 2018 and March 31, 2018, the Group has collected $(ii)$ deposits-ready to transaction in advance for securities brokerage business, amounting to \$209,973 thousand, \$310,028 thousand and zero, respectively. The deposits and the receipts in advance are reported as other financial assets – current and other current liabilities, respectively.

Short-term borrowings $(n)$

March 31,
2019
December 31,
2018
March 31,
2018
Unsecured bank loans \$ 1,355,804 1,253,516 1,610,844
Secured bank loans 1,691,651 1,694,854 661,802
Other unsecured loans 526,538 591.918 502,288
Total 3,573,993 3.540.288 2.774.934
Unused credit lines 954.453 750.000 476.919
Range of interest rates $1.5\%~7\%$ $1.5\%$ ~7% .5%~6%

For the collateral of short-term borrowings, please refer to note 8.

(o) Long-term borrowings

The list, terms and conditions of long-term borrowings of the Group were as follows:

March 31,
2019
December 31,
2018
March 31,
2018
Secured bank loans 3,568,181
S
4,705,936 4,680,556
Unsecured bank loans 2,525,103 2,556,172 2,810,986
Less: current portion (1, 131, 125) (1,629,615) (3,049,842)
Total 4,962,159 5,632,493 4.441.700
Unused short-term credit lines 2.661,578 2.741.795 928.712
Range of interest rates 1.35%~5.35% $1.35\% \sim 5.35\%$ 1.35%~5.23%

$(i)$ Lending and repayment of loans

For the nine months ended March 31, 2019 and 2018, the Group proceeded from long-term borrowings amounting to \$147,171 thousand and \$605,970 thousand, respectively and the repayment amounted to \$1,351,946 thousand and \$1,386,939 thousand, respectively.

$(ii)$ Collateral of bank loans

For the collateral of long term borrowings, please refer to note 8.

(iii) Syndicated loan contract

On October 23, 2015, the Group signed a syndicated loan agreement with a total credit line of EUR \$66,000 thousand, and the period was from November 23, 2015 to November 22, 2018, a total of three years' agreement with the banks, the Group should repay the loan in five installments from November 2016. Furthermore, the credit period was extended for two years in November 2018, to November 23, 2020, hence it shall be repaid in four installments starting in November 2018. The Group must comply with certain financial covenants based on its audited annual and reviewed semiannual consolidated financial statements (June 30 and December 31)..

$\equiv$

(iv) For the information of interest risk, currency risk and liquidity risk, please refer to note 6(aa).

(m) Bonds payable

The information of bonds of the Group were as follows:

March 31,
2019
December 31,
2018
March 31,
2018
Total convertible bonds issued \$
2,000,000
2,000,000 2,000,000
Total ordinary bonds issued 1,542,300
Less: current portion (998, 057) (997, 668)
Discounted corporate bonds payable (261, 864) (4,664) (6,996)
Long-term portion of bonds payable 2,282,379 997,668 1,993,004
Embedded derivative instruments – call and $\mathbf{\hat{s}}$
put rights (Reported as financial liabilities)
at fair value through profit or loss)
5,244
Equity component-conversion right
(Reported as capital surplus-share options)
98,073
For the three months ended
March 31
2019 2018
Embedded derivative instruments – call and put rights,
included in financial liabilities (Reported as other gains and $S$
losses)
1,234
Interest expense 16,048
S
9,152

(i)As of February 26, 2019, the key terms and conditions of the outstanding overseas guaranteed convertible bonds issued by the Group were as follows:

Item Overseas Guaranteed Convertible Bonds 2018
Issue Size NT\$ 1,542.30 million (equivalent to US\$ 50.000 million)
The Bonds will be issued as guaranteed convertible bonds, in registered
form at face value in denomination of US\$200,000 or in any integral
multiples thereof.
The USD par value of the Bonds will be translated based on NT\$30.8460
/ US\$1.000 according to Taipei Forex Inc. Taiwan Dollar 11:00am Fixing
on 19 February 2019, "TRY11 Index" on Bloomberg (the "Fixed
Exchange Rate" )
Issue Date 26 February 2019
Maturity Date 26 January 2022 (2 years $+11$ months)
Listing Venue Tentatively the Bonds are to be listed on the Singapore Stock Exchange.
Coupon Zero
SBLC Bank The Bank of East Asia Limited, Taipei Branch
Early Redemption
at
Option of Issuer
Issuer Call – After year 2, the Issuer may redeem in whole but not in part,
at the US Dollar Linked Amount of the Early Redemption Amount on the
date of redemption if the Market Price of the Shares (translated into US
Dollars at the Prevailing Rate) for each of 30 consecutive Trading Days,
the last of which occurs not more than 10 trading days prior to the date of
the redemption notice, shall have been at least 130% of the quotient of the
Early Redemption Amount divided by the number of Shares to be issued
per Bond
Clean up Call - Callable at any time, in whole but not in part, at the US
Dollar Linked amount of the Early Redemption Amount if more than 90%
in principal amount of the Bonds originally outstanding has been
redeemed, repurchased and cancelled or converted
Tax Call – Yes, in whole but not in part, at the US Dollar Linked amount
of the Early Redemption Amount if, as a result of changes relating to tax
laws in the ROC, the Issuer becomes obligated to pay additional amounts.
Bondholders have the right to elect for their Bonds not to be redeemed but
with no entitlement to any additional amounts
The Early Redemption Amount for each US\$200,000 of Bonds is
determined so that it represents for the Bondholder a gross yield of 0.50%
per annum on an annual basis.
Redemption at the Bondholders' Put - At the end of year 2, Bondholders may exercise the
Option of the
Bondholder
put option in relation to their Bonds in whole but not in part, at the US
Dollar Linked amount of the Early Redemption Amount.
Change of Control Put -- Yes, at the US Dollar Linked Amount of the
Early Redemption Amount upon the occurrence of a Change of Control.
Delisting Put - Yes, at the US Dollar Linked Amount of the Early
Redemption Amount, if the Shares cease to be listed or admitted for
trading or are suspended for a period equal to or exceeding 30 consecutive
Trading Days on the TWSE
Conversion Procedure Conversion Period
The Bonds may be converted into newly issued common shares of the
Issuer at any time after ninety (90) days from the Issue Date (exclusive),
and ending on: (1) the seventh $(7th)$ day prior to the Maturity Date or $(2)$
the fifth (5th) Trading Day prior to any date where the Issuer exercises its
early redemption right pursuant to the applicable laws and the Trust Deed.
Conversion Price
The initial Conversion Price is NT\$11.95. The exchange rate used for the
Conversion Price calculation is the Fixed Exchange Rate, NT\$30.8460 /
US\$1.000 according to Taipei Forex Inc. Taiwan Dollar 11:00am Fixing
on 19 February 2019, "TRY11 Index" on Bloomberg.
Redemption at
Maturity
Unless previously redeemed, repurchased and cancelled or converted, the
Bonds will be redeemed on the Maturity Date at an amount equal to the
principal amount of the Bonds plus a gross yield of 0.5% per annum,
calculated on an annual basis (the "Redemption Amount"). The
Redemption Amount will be 101.47% of the face value and converted into
NT dollars based on the Fixed Exchange Rate, and this fixed NT dollar
amount will be converted using the prevailing exchange rate for payment
in US dollars.

J.

(ii) As of September 30, 2018, the key terms and conditions of the outstanding convertible bonds issued by the Group were as follows:

Terms 1st secured convertible bonds issued in 2015
Offering Amount \$2,000,000 thousand
Issue Date June 29, 2015
Issue Period June 29, 2015 ~ June 29, 2020
Coupon Rate 1.675%
LC Bank Chang Hwa Commercial Bank
Entrusted Bank Mega International Commercial Bank
Final Redemption The Company can exercise the right to redeem one half of issued
amount in the fourth and fifth year.

(q) Accounts payable and other payables

March 31,
2019
December 31,
2018
March 31,
2018
Accounts payable
Arising from direct sales \$
173,447
156,481 136,163
Arising from concessionaire sales 2,555,988 3,452,100 3,247,114
Others 101,841 72,014 55,259
Total 2,831,276 3,680,595 3,438,536
Other payables
Securities payable \$
478,217
801,582 277,965
Construction payables 278,877 286,652 419,557
Others 560,238 725,178 487,607
Total 1,317,332 813,412 1,185,129

Lease liabilities $(r)$

The information of lease liabilities of the Group were as follows:

March 31, 2019
Future minimum
rent payment
Interest Minimum rent
payment
present value
Below 1 year 1,420,093
\$
479,485 940,608
1 to 5 year past due 5,365,724 1,434,697 3,931,027
More than 5 year 6,285,277 850,916 5,434,361
13,071,094 2.765.098 10,305,996
Current 420,093, 479.485 940,608
Noncurrent 1,651,001 2.285.613 9,365,388

The Group did not materially issue, repurchase or repay the lease liability from January 1 to March 31, 2019.

The amounts recognized in profit or loss as follows:

FOT the three months
end March 31,2019
Interest expense of lease liabilities .7.189
Expenses relating to variable leases payments not included in the
measurement of lease liabilities
39,407
Expenses relating to short-term leases
Total cash flow for the Group's leases as follows:
For the three months
end March 31,2019

Total cash outflow for leases

(i) Lease of land, housing and construction

The Group 's lease of land use rights, housing and buildings as office space, staff quarters and department stores for business use on March 31, 2019. The lease period of office premises is usually three years, the staff quarters are usually one year, and the department store building are usually ten to twenty years. Some leases include the option to extend the lease period at the end of the lease term.

The lease payments for certain contracts are subject to changes in the local price index or based on the sales amount leased by the combined company during the lease term.

(Continued)

Wash Alex Alexander and Alex

$\mathbf{s}$

361,290

(ii) Other lease

The lease period of the combined company's leased transportation and machinery and equipment is two to ten years. Some lease contracts stipulate that the combined company has the option to purchase the leased assets when the lease term expires.

In addition, the period in which the combined company leases part of the office is one year, and the leases are short-term leases. The merger company chooses to apply the exemption recognition requirement without recognizing its related right-of-use assets and lease liabilities.

Contract

Operating lease $(s)$

$(i)$ Long-term prepaid rental

March 31,
2019
March 31,
2018
Current 190,207 231,948
Noncurrent 3,279,198 3,538,964
Total 3.469.405 3.770.912

Long-term prepaid rental consisted of advance payment of the right to use a piece of land, advance rental payment for the lease of space in the shopping mall. The land use right covers a period ranging from forty to fifty years.

(ii) Leases as lessee

Rental payables from non-cancellable operating leases, please refer to Note 6 (q) of the consolidated financial report of the end December 31, 2018.

The lease payments for the above lease contracts are recognized on a straight-line basis over the lease term and the rent payable is as follow:

December 31,
2018
March 31,
2018
Long-term payables \$
1,445,566
1,612,174
Less: current portion (46,545) (63, 163)
1.399.021 1.549.011

(iii) Leases as lessor

The combined company leases its marine equipment and transportation equipment. Since it does not transfer almost all the risks and rewards of ownership of the assets attached to the underlying assets, these lease contracts are classified as operating leases. Please refer to Note 6 (i) for property, plant and equipment.

The maturity analysis of the lease payments is reported in the following table for the total amount of undiscounted lease payments to be received in the future:

Bulk carriers March 31,
2019
Less than one year \$
536,612
Between one and two years 297,447
Between two and three years 243,950
Between three and four years 136,072
Between four and five years 136,072
Over five years 257,605
Undiscounted total lease payments .607.758
Transportation equipments March 31,
2019
Less than one year \$
44,277
Between one and two years 31,077
Between two and three years 8,701
Undiscounted total lease payments 84,055

The future minimum lease payments under non-cancellable leases were as follows: :

December 31,
2018
March 31,
2018
Bulk carriers
Less than one year \$ 557,048 502,166
Between one and five years 835.691 921,124
Over five years 304,527 506,331
1.697,266 1.929.621
December 31,
2018
March 31,
2018
Transportation equipments
Less than one year \$ 20,496 215,484
Between one and five years 16,075 1,470,010
S 36.571 1.685.494

The Group leases a number of bulk carriers under operating leases. These leases typically cover a period of 1 to 7 years. As all of the risks and rewards of ownership over the lease object are substantially retained within the Group, such leases are treated as operating leases. For the financing leases of the minibuses, please refer to note 6(d) for further details.

The direct expenses including repairs and maintenance arising from bulk carriers were as follows:

For the three months end
March 31
2019 2018
5.739

Employee benefits $(t)$

Defined benefit plans $(i)$

Management believes that there was no material volatility of the market, no material reimbursement and settlement or other material one time events since prior fiscal year. As a result, the pension cost in the accompanying interim period was measured and disclosed according to the actuarial report as of December 31, 2019 and 2018.

The expenses recognized in profit or loss for the Group were as follows:

For the three months end March 31
2019 2018
Operating expenses 40

(ii) Defined contribution plans

Under these defined contribution plans, the Group allocates 6% of each employee's monthly wages in Taiwan to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act, without additional legal or constructive obligation.

The subsidiaries in China also adopt defined contribution pension plans for their employees. These companies contribute amounts proportionate to each employ's salary level to personal accounts. The amounts contributed by the employees but minus the amounts withdrawn by them in advance are returned to them as they resign or retire. Also, the amounts contributed by these companies are returned to the employees based on the service years but minus the amounts withdrawn by them in advance.

The pension costs incurred from defined contribution plans amounting to \$17,214 thousand and \$19,641 thousand for the three months ended March 31, 2019 and 2018, respectively.

(iii) Short-term employee benefits (reported as other current liabilities-other)

March 31, December 31, March 31,
2019 2018 2018
Vacation liability 11.420 11.171 11,554

(u) Income Tax

The components of income tax were as follows:

For the three months ended March 31
2019 2018
Current tax expense
Current period S 103,790 98,261
Land value increment tax 77
103,867 98,261
Deferred tax expense
Origination and reversal of temporary
differences
(2,223) 9,669
Change in tax rate 3,388
(2,223) 13,057
Income tax expense from continuing
operations
101.644 11.318

The years of ROC subsidiaries' tax returns which were examined and approved by the national tax authorities were as follows:

Approved year
First Steamship Co., Ltd. 2016
Yee Shin Investment Co., Ltd. 2017
Yee Young Co., Ltd. 2017
Royal Sunway Co., Ltd. 2017
Lan Hai Engineering Consultants Ltd. 2016

The annual tax returns of subsidiaries in China and Hong Kong through 2017 were examined and approved by the tax authority.

Capital and other equity $(v)$

Except for the following disclosure, there was no significant change for capital and other equity for the periods from January 1 to March 31, 2019 and 2018. For the related information, please refer to note 6(t) of the consolidated financial statements for the year ended December 31, 2018.

$(i)$ Capital surplus

The components of the capital surplus were as follows:

March 31,
2019
December 31,
2018
March 31,
2018
Share capital \$
561,458
561,458 561,458
Stock option from convertible
corporate bonds
748,921 748,921 748,921
Share options 98,073
Forfeited share options 13,838 13,838 13,838
Treasury share transactions 15,967 15,967 15,967
Stock options - fair value differences
of associates under equity method
31,738 32,037 1,572
Difference arising from subsidiary's
share price and its carrying value
430,844 430,844 424,474
Changes in a parent's ownership
interest in a subsidiary
147,039 147,039 147,039
Donation from shareholders 3,332 3,332 3,332
2.051.210 1,953,436 1.916.601

According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring paid-in capital in excess of par value should not exceed 10% of the total common stock outstanding.

The Group issued overseas guaranteed convertible bonds for the year ended December 31, 2019. Please refer to note $6(p)$ for further details.

The Company collected the expired unclaimed dividends of the period from 2008 to 2012 and recognized capital surplus - donation from shareholders of \$3,332 thousand in accordance with regulation with Ruling No. 10602420200 from the Ministry of Economic Affairs.

(ii) Retained earnings

According to the Articles of Association, the Company is required to appropriate earnings every accounting year. The after tax earnings are initially used to offset cumulative losses. Of the remaining balance, 10% is to be appropriated as legal reserve, and then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders' meeting for approval.

According to the Company's articles of incorporation, the dividend policy of the Company is based on the principle of prudence, which considers the Company's future funding needs and financial structure by reserving a certain amount of earnings, and distributing stock dividends and cash dividends from the remaining earnings. In order to maintain stable dividend distribution, in principle, the distribution of cash dividends shall not be less than 10% of the total dividends. If the distribution of cash dividends is less than NT\$0.1 dollars per share, the Board of Directors can pass a resolution to distribute stock dividends instead, but it will be subject to a resolution by the shareholders during their shareholders' meeting.

$1)$ Legal reserve

According to the ROC Company Act, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

$2)$ Special reserve

The Group chose to apply the exemption under the IFRS1 "First-time adoption of IFRS"; therefore, a portion of cumulative translation adjustments amounting to thousand was reclassified as special earnings reserve. The net increase in retained earnings due to this reclassification is not covered by the Ruling No. 1010012865 issued by the FSC on April 6, 2012 for purposes of appropriating the same amount of special earnings reserve.

In accordance with the aforementioned Ruling No. 1010012865, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. A resolution was passed during the shareholders' meeting held on June 29, 2018 for the reclassification of special earnings reserve of \$336,136 thousand. Then on April 26, 2019, the board of directors proposed a revolving of \$105,284 thousand.

  • $3)$ Earnings distribution
  • a) On April 26, 2019, t the board of directors meeting was approved the amount of dividends distributed to the owners is as follows:
For the year ended
December 31
Dividends distributed to common stock owners:
Cash 63.088

Notes to the Consolidated Financial Statements

  • On June 29, 2018, the shareholder's meeting had passed a resolution not to $b)$ distribute the earnings of 2017.
  • (iii) Treasury stock

A resolution for transferring 6,370,000 treasury shares to employees was passed during the board meeting of the subsidiary, Grand Ocean Retail Group Ltd., held on August 11, 2017. The recipients include the senior level management, and employees nominated by the general manager or Board of Directors. The grant-date fair value were \$0.052, \$0.076 and \$0.051. respectively.

  • $1)$ The employees must comply with rules below after shares have been granted:
  • The employees cannot apply for these shares to be traded until the 24th month $a)$ period has elapsed from the subscription date.
  • $b)$ Within the 24th to the 36th month period from the subscription date, the employees can choose to sell up to 30% of the original shares subscripted or postpone the sale.
  • $c)$ Within the 36th month to the 48th month period from the subscription date, the employees can choose to sell another 15,000 shares subscripted (i.e. accumulated shares sold cannot exceed 60% of the original shares subscripted) or postpone the sale.
  • d) After the 48th month period from the subscription date, the employees can choose to sell the remaining 40% of the original shares subscripted (i.e. accumulated shares sold up to 100% of the original shares subscripted) or postpone the sale.
  • $2)$ The details for transferring treasury shares to employees:

(In thousands of shares)

For the three months ended
March 31
2019 2018
Outstanding at January 1 (Same as outstanding at
March 31)
6.350

The proceeds from transferring treasury shares were recognized as prepaid salary for employees to execute subscription. As of March 31, 2019, December 31, 2018, and March 31, 2018, these prepaid salary amounting to \$117,841 thousand, \$115,276 thousand and \$126,120 thousand were recognized under prepaid account, respectively.

(iv) Other equity interests

Exchange
differences on
translation of
foreign financial
statements
Equity related to
non-current assets
(or disposal
groups) classified
as held for sale
Non-controlling
Interest
Total
Balance at January 1, 2019 \$
(266, 528)
35,656 4,367,340 4,136,468
Tracing the number of impacts (428, 738) (428, 738)
Profit of non-controlling interests 86,381 86,381
Real estate revaluation increment on
subsidiaries accounted for using equity
method
1,593 1,593
Exchange differences on foreign operations 145,137 735 94,573 240,445
Balance at March 31, 2019 (119,798) 36.391 4.119.556 4,036,149
Balance at January 1, 2018 \$
(336, 136)
4,382,386 4,046,250
Loss of non-controlling interests 69,492 69,492
Difference between consideration and
carrying amount of subsidiaries acquired
or disposal
(33,009) (33,009)
Exchange differences on subsidiaries
accounted for using equity method
(40,669) (40, 669)
Exchange differences on foreign operations 34.246 103,652 137,898
Balance at March 31, 2018 (342.559) 4.522.521 4.179.962

$49$

(w) Earnings per share

The Company's earnings per share were calculated as follows:

For the three months ended
March 31
2019 2018
Basic earnings per share
Profit/(loss) attributable to ordinary shareholders of the
Company
139,343 84,630
Weighted-average number of ordinary shares 630,883 630,883
Earnings (loss) per share (dollars) 0.22 0.13
Diluted earnings per share
Profit/(loss) attributable to ordinary shareholders of the
Company
Effect of dilutive potential ordinary shares
139,343 84,630
Effect of conversion of convertible bonds 4,530
Profit/(loss) attributable to ordinary shareholders of the
Company (diluted)
143,873 84.630
Weighted-average number of ordinary shares 630,883 630,883
Effect of dilutive potential ordinary shares
Effect of issuance of share option 114 899
Effect of conversion of convertible bonds 48,757
Weighted-average number of ordinary shares (diluted) 679.754 631,782
Earnings (loss) per share (dollars) 0.21 0.13

$(x)$ Revenue from contracts with customers

$(i)$ Disaggregation of revenue

For the three months ended March 31, 2019
Freight
department
Invest
department
Retail
department
Lease
department
Other
department
Total
Primary geographical markets
Taiwan \$ 1,117 1,840 16,866 19,823
China 1,779,679 78,838 1,858,517
Other 256,471 6,611 $\blacksquare$ 263,082
256,471 7,728 1,779,679 80.678 16.866 2,141,422
Major products/services lines
Commissions revenue (Retail \$
revenue - concessionaire
sales)
721,312 721,312
Commodity sales (Retail
revenue – direct sales)
532,217 532,217
Lease revenue (Note) 256,471 1,117 221,845 18,952 498,385
Financial lease interest income
(Note)
54,375 54,375
Service revenue and others 6,611 304,305 7,351 16,866 335,133
256.471 7.728 1,779,679 80,678 16,866 2,141,422
For the three months ended March 31, 2018
Freight
department
Invest Retail
department department department department
Lease Other Total
Primary geographical markets
Taiwan \$ 981 2,115 4,074 7,170
China 1,691,163 78,181 1,769,344
Other 255,269 776 Harry Common 256,045
S 256,250 776 1,691,163 80,296 4.074 2,032,559
Major products/services lines
Commissions revenue (Retail \$
$revenue - $
sales)
835,538 835,538
Commodity sales (Retail
revenue - direct sales)
433,472 433,472
Lease revenue (Note) 256,250 187,927 14,842 459,019
Financial lease interest income
(Note)
57,212 57,212
Service revenue and others $\bullet$ , and a set of $\bullet$ 776 234,226 8,242 4,074 247,318
\$256,250 776 1,691,163 80,296 4,074 2,032,559

Note: The lease revenue and financial lease interest income of the Group are under accounting policies of IFRS 16 and IAS 17.

$5|$

$(ii)$ Contract balances

March 31,
2019
December 31,
2018
March 31,
2018
Accounts receivable 14.761 20,992 177,992
Notes receivable $\bullet$ 1,859
Less: allowance for impairment $\leftarrow$
Total 14 761 20.992 179.851
Contract liabilities 5.404 5.173 180.518

For details on accounts receivable and allowance for impairment, please refer to note $6(d)$ .

The balance of the contractual liabilities in the January 1, 2019 and 2018. The amounts recognized as income were \$3,511 thousand and zero for the three months ended March 31, 2019 and 2018.

The major change in the balance of contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. There was no other significant changes during the period from January 1 to March 31, 2019 and 2018.

(y) Employee compensation and directors' and supervisors' remuneration

According to the Articles of Association, once the Company has annual profit, it should appropriate no less than 1% of the profit to its employees and 3% or less as directors' and supervisor's remuneration. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The pervading target given via shares or cash includes dependent employees of the Company's subsidiaries under certain requirements approved by Board of Directors. However, directors' and supervisors' remuneration could only be paid by cash.

The compensation to employees amounted to \$1,393 thousand and \$958 thousand, respectively, for the three months ended March 31, 2019 and 2018. The remunerations to directors and supervisors amounted to \$1,393 thousand and \$958 thousand, respectively, for the three months ended March 31, 2019 and 2018. These amounts were calculated using the Company's net profit before tax without the remunerations to employees and directors for each period, multiplied by the proposed percentage which is stated under the Company's proposed Article of Incorporation. These remunerations were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the annual shareholder' meeting, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. Shares distributed to employees as employees' remuneration are calculated based on the closing price of the Company's shares on the day before the approval by the Board of Directors.

For the year ended December 31, 2018, the Company lossed before tax. The company was unestimated its employee compensation and directors' and supervisors' remuneration amounting. The information is available on the Market Observation Post System website.

For the year ended December 31, 2017, the Company estimated its employee compensation and directors' and supervisors' remuneration amounting to \$6,800 thousand and \$3,000 thousand,

respectively. There is no difference between actual amount distributed and the estimated amount in the consolidated financial statements of 2017 for the employee compensation and directors' and supervisors' remuneration. The information is available on the Market Observation Post System website.

(z) Non-operating income and expenses

Other income $(i)$

The details of other income were as follows:

For the three months ended March 31
2019 2018
Interest income
Loan to related parties 2,465 4,167
Open-end fund 284 270
Bank deposits 8,305 3,601
Amortized cost financial assets 18,295
Total 29 349

(ii) Other gains and losses

The details of other gains and losses were as follows:

For the three months ended
March 31
2019 2018
Foreign exchange gain (losses) $\mathbf S$ 21,645 (7,916)
Gains (loss) on financial assets (liabilities) at fair
value through profit or loss
Open-end fund and shares of stock of listed companies 9,152 1,138
Non-derivative instruments – accumulator and
decumulator
(89)
Non-derivative instruments – redemption and resale
rights of convertible corporate bonds
1,234
Reversal of impairment loss on non-current assets as
held for sale
40,533
Gain or loss on disposal of property, plant and
equipment
(2,740) 42
Other income, others 52,059 42,307
\$ 121.883 35.482

(iii) Finance costs

The details of finance costs were as follows:

2019 2018
Interest expense
Bank loans
\$
107,827
75,199
Borrowings from related parties 7,691
Interest on corporate bonds 8,375
8,375
Amortization on discount of corporate bonds 777
7,673
Lease liabilities 127,189
Financial expenditures 6,436
8,383
100.425
257.500

(aa) Financial instruments

Except for the contention mentioned below, there was no significant change in the fair value of the Group's financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. For the related information, please refer to note $6(z)$ of the consolidated financial statements for the year ended December 31, 2018.

  • Credit risk $(i)$
  • 1) Account receivable and Debt securities of credit risk

Please refer to Note 6 (c) for credit risk information of the lease receivables and account receivable. Other amortized costs of financial assets include other receivables and invested corporate bonds. Please refer to Note 6 (c), (d) and (e) for details.

For the expected credit loss of 12 month or the expected credit loss at the loan duration, the above-mentioned financial assets are listed on March 31, 2019 and 2018 as credit losses are presented. Please refer to Note 6 (d) and (e) for credit impairment status.

(ii) Liquidity risks

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

Carrying
amount
Contractual
cash flows
1 years $1$ to 5
vears
Over 5 years
March 31, 2019
Non-derivative financial
liabilities
Non-interest bearing liabilities \$ 4,575,607 4 575,607 3,606,318 397.452 571,837
Floating rate instrument 8,789,222 9.311,389 4,629,886 4,681,503
Leases liabilities 4,732,428 5,131,205 2,534,190 2,597,015
Fixed rate instruments 10,305,996 13.071.094 1,420,093 5,365,724 6,285,277
28,403,253 32.089.295 12.190.487 13.041.694 6.857.114

54

December 31, 2018
Non-derivative financial
liabilities
Non-interest bearing liabilities \$ 7,091,410 7,091,410 4,758,900 770,244 1,562,266
Floating rate instrument 10,079,572 10,639,068 5,046,952 5,592,116
Fixed rate instruments 3,569,689 3,698,010 2,664,510 1,033,500 $\overline{\phantom{a}}$
\$20,740,671 21,428,488 12.470.362 7.395.860 1.562.266
March 31, 2018
Non-derivative financial
liabilities
Non-interest bearing liabilities \$ 6,855,336 6,855,336 4,956,208 795,373 1,103,755
Floating rate instrument 10,042,152 10,490,921 5,831,721 4,261,105 398,095
Fixed rate instruments 2.545.238 2,683,276 616,276 2,067,000
19.442.726 20.029.533 1,404,205 7,123,478 1.501.850

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Market risk

$1)$ Currency risk

The Group's significant exposure to foreign currency risk was as follows:

March 31, 2019 December 31, 2018 March 31, 2018
Foreign Exchang Foreign Exchang Foreign Exchang
currency e rate NTD currency c rate NTD currency e rate NTD
Financial assets
Monetary items
USD:NTD S
68
30.81 2,095 533 30.72 16.374
HKD:USD 1,089 0.1275 4.277 10,740 0.1277 42,145 2,377 0.1275 8,821
AUD:USD 40 0.7090 869 40 0.7050 861 760 07680 16,985
EUR:USD 504 1.1233 17,438 551 1.1465 19,391 687 1.2346 24,678
NTD:USD 3,043 0.0325 3.043 5,273 0.0326 5.273 3,015 0.0344 3,015
Non-monetary items
Non-current assets
held for sale
76,069 0.1275 298 710 65,624 0.1277 257.443
Investments
accounted for using
equity method
HKD:USD 309,600 0.1275 1,215,750 304,957 0.1277 1,196,611 316,445 0.1275 1,174,368
PHP:USD 237,809 0.0192 132,678
Financial liabilities
Monetary items
USD:CNY 20,500 6.7335 631.601 13,000 6.8632 399 356 8,975 6.2881 261,262
HKD:USD 246,732 0.1275 968,876 259,234 0.1277 1,017,199 74,901 0.1275 277,965
EUR:USD 11,348 1.1233 392.754 11,348 1.1465 399.695 52,250 1.2346 1,877,824
CNY:USD 55,000 0.1485 251,660 70,000 0.1457 313.323 70,000 0.1590 324,057
EUR:CNY 4,700 77633 168,914

$2)$ Sensitivity analysis

The Group's exposure to foreign currency risk arises from cash and cash equivalents, financial assets at fair value though profit or loss, loans and borrowings; and trade and other payables that are denominated in foreign currency. A weakening (strengthening) of 1% of the NTD against the USD, EUR, HKD, AUD and RMB as of March 31, 2019 and 2018 would have decreased or increased the profit before tax by \$22,172 thousand and \$28,565 thousand, respectively. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the reporting date.

Since the Group has several functional currencies, the information on foreign exchange gain (loss) on foreign currency denominated monetary items is disclosed by the total amount thereof. For the three months ended March 31, 2019 and 2018, foreign exchange gain (loss) (including realized and unrealized portions) amounted to \$21,645 thousand and \$(7,916) thousand, respectively

$3)$ Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.5% when reporting to management internally, which also represents the Group's management's assessment of the reasonably possible interest rate change.

If the interest rate had increased / decreased by 0.5%, the Group's profit before tax would have decreased / increased by \$3,792 thousand and \$5,879 thousand for the three months ended March 31, 2019 and 2018 with all other variable factors remaining constant.

Other market price risk $3)$

The sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

For the three months ended March 31
2019 2018
Prices of securities
at the reporting date
Other comprehensive
income after tax
Net income Other comprehensive
income after tax
Net income
Increase 5% .702 10.505
Decrease 5% (7.702) (10.505)

(iv) Fair value of financial instruments

$1)$ Fair value hierarchy

The carrying amount and fair value of the Group's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required :

March 31, 2019
Fair Value
Carrying
amount
Level 1 Level 2 Level 3 Total
Financial assets at fair value
through profit or loss
Non-derivative financial assets
mandatorily measured at fair
value through profit or loss
166.451
S.
166.451 166.451
Financial liabilities at fair value
through profit or loss
Financial liabilities mandatorily
measured at fair value through
profit or loss
5.244
S.
5.244 5.244
December 31, 2018
Carrying Fair Value
amount Level 1 Level 2 Level 3 Total
Financial assets at fair value
through profit or loss
Non-derivative financial assets
mandatorily measured at fair
value through profit or loss
151.968 151.968 151.968
March 31, 2018
Fair Value
Carrying
amount
Level 1 Level 2 Level 3 Total
Financial assets at fair value
through profit or loss
Non-derivative financial assets
mandatorily measured at fair
value through profit or loss
222.223
s
222,223 222.223

$(2)$ Valuation techniques for financial instruments not measured at fair value

The Group's valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

$a)$ Financial assets measured at amortized cost (debt investment that has no active markets) and financial liabilities measured at amortized cost.

سع

Notes to the Consolidated Financial Statements

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

  • Valuation techniques for financial instruments measured at fair value $3)$
  • Non-derivative financial instruments a)

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm' s length basis. Whether transactions are taking place 'regularly' is a matter of judgment and depends on the facts and circumstances of the market for the instrument.

Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well established, only small volumes are traded, or bid ask spreads are very wide. Determining whether a market is active involves judgment.

Derivative financial instruments $b)$

$4)$

Measurement of the fair value of derivative instruments is based on the valuation techniques. The details of the valuation model used by the Group for each derivative financial instrument were as follows:

Adjusted Binary tree
Call option and put option of corporate
bond
Reconciliation of Level 3 fair values
Financial asset or liability
held for trading
Embedded derivative
instruments
Opening balance, January 1, 2019 \$
Total gains and losses recognized:
In profit or loss (1,234)
Issued 6,478
Ending Balance, March 31, 2019 5.244

For the three months ended March 31, 2019, total gains and losses that were included in other gains and losses and the financial assets were as follows:

Three months
ended March 31,
2019
Total gains and losses recognized:
In profit or loss, and presented in "other gains and losses"
1.234)

5) Quantified information on significant unobservable inputs (Level 3) used in fair value

measurement

The Group's financial instruments that use Level 3 inputs to measure fair value is embedded derivative instruments.

Quantified information of significant unobservable inputs was as follows:

Inter-relationship between
significant unobservable
inputs and fair value
Item Valuation technique Significant unobservable inputs measurement
Embedded derivative
instruments- call and put right
Adjusted binary tree Volatility (The volatility is 41.16% at The estimated fair value would
decrease if the volatility were
March 31.2019) higher

6) Fair value measurements in Level 3 - sensitivity analysis of reasonably possible alternative assumptions

The fair value measurement of financial instruments by the Group is reasonable, but the use of different evaluation models or evaluation parameters may result in different evaluation results. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects to net income:

Fair value at Net income
Inputs Increase
or
decrease
Favour-
able
Unfavour-
able
March 31, 2019
Financial liabilities at fair value through profit
or loss
Embedded derivative instruments- call and Volatility
put right
5% ۰ (154)
$-5%$ 154 -

The favourable and unfavourable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

(ab) Financial risk management

There were no significant changes in the Group's financial risk management and policies as disclosed in Note 6(aa) of the consolidated financial statements for the year ended December 31, 2018.

(ac) Capital management

The Group's objectives for managing capital are ensuring the ability to operate continuously, providing returns to shareholders and other stakeholders, and maintaining an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.

The Group and other entities in the same industry use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.

The Group's debt to adjusted capital ratios at the end of the reporting period were as follows:

March 31,
2019
December 31,
2018
Marcch 31,
2018
Total liabilities 28,921,291 S 21,395,381 20,041,682
Less: cash and cash equivalents (5,263,596) (5,468,507) (4,956,384)
Net debt 23.657.695 15.926.874 15.085.298
Total equity 12.662.010 13.079.712 13.163.155
Debt-to-equity ratio at December 31 187% 122% 115%

The increase in the ratio of debt to equity in March 31, 2019 is due to the merger of the company's overseas guaranteed convertible corporate bonds and the transition to IFRS 16 and in the amount of net debt.

(ad) Investment in non-cash transaction and rising from financing activities

The Group's financing activities which did not affect the current cash flow in the three months ended March 31, 2019 and 2018 were as follows:

$\sim 10^{-1}$

Non-cash changes
January 1.
2019
Cash flows New lease in
this period
and interest
expenses
Amortization
on bonds
payable
Foreign
exchange
movement
March 31,
2019
Short-term borrowings 3,540,288
S.
(9,233) - 42,938 3,573,993
Short-term notes and bills
payable
49,947 49,947
Bonds payable 1,995,336 1,542,300 (257,200) 3,280,436
Long-term borrowings 7,262,108 (1,204,775) 35,951 6,093,284
Leases liabilities 10,270,230 (320,985) 127,669 $\overline{\phantom{a}}$ 229,082 10,305,996
Guarantee deposits 953,419 (23, 541) 21,111 950,989
Total liabilities from \$24,071,328 (16.234) 127.669 (257, 200) 329.082 24.254.645

financing activities

Non-cash changes
January 1,
2018
Cash flows Amortization
on bonds
payable
Foreign
exchange
movement
March 31,
2018
Short-term borrowings S 2,813,379 (27, 019) ۰ (11, 426) 2,774,934
Short-term notes and bills payable 49,916 29 ۰ 49,945
Bonds payable 1,992,227 $\blacksquare$ 777 1,993,004
Long-term borrowings 8,407,751 (780, 969) (135, 240) 7,491,542
Guarantee deposits 794,622 89,874 12.966 897,462
Total liabilities from financing
activities
14.057.895 (718.085) 777 (133,700) 13.206.887

$\mathcal{L}_{\text{eff}}$

(7) Related-party transactions:

Parent company and ultimate controlling company $(a)$

First Steamship Company Ltd. is the ultimate controlling company of the Group.

(b) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements:

Name of related party Relationship with the Group
Nanjing Tiandu Co., Ltd. The Group's manager is the company's
chairman
Shanghai Tian An Tower Co., Ltd. The Group's manager is the company's
director
Huizhou Tianan Xinghe City Management Co., Ltd. A substantial related party
Huiyang Tamsui New Sun City Construction Co., Ltd. A substantial related party
Shanghai Guorui Tongshun Environmental Protection
Technology Co., Ltd.
A substantial related party
  • (c) Significant transactions with related parties
  • (i) Leases
    • 1) Lease liabilities
Right-of-use
assets
Lease liabilities Interest expense
Relationship Purpose January 1,
2019
March 31,
2019
January 1,
2019
For the three months
ended March 31,2019
Other related
parties
office building and
department store
70,793 72.371 77.822 910
Other related
parties
Energy-saving renovation
engineering equipment
55,018 56.705 54,577 696

The Group are under accounting policies of IFRS 16 from January 1, 2019, operating lease contracts entered into with the related parties are recognized as right-of-use assets and lease liabilities.

2) Operating Leases

Lease expense тторегчу шанадешент
fees
For the three months
ended March 31
For the three months
ended March 31
Relationship Account 2019 2018 2019
Other related
parties
office building and
department store
(Note) \$ 37,259 38,525 335

Note: Expenses relating to variable leases payments not included in the measurement of

lease liabilities.

As of March 31, 2019, December 31, 2018, and March 31, 2018 the balance of Group' s rental security deposit to other related parties amounted to \$9,151 thousand, \$8,952 thousand, and \$9,259 thousand ; December 31, 2018 and March 31, 2018, the balance of Group's unpaid rentals to other related parties amounted to zero and \$9,124 thousand.

  • $(ii)$ Others
  • $\mathbf{D}$ The Group provided management consulting services and signed service contracts with other related parties. For the three months ended March 31, 2019 and 2018, the revenue from consulting services was \$5,388 thousand and \$5,429 thousand, respectively.
  • The Group had signed an energy-saving reconstruction contract with other related parties. The total amount of the contract was CNY\$35,000 thousand. As of December 31, 2018, the pre-paid amount of energy saving projects was not suitable and re-assessed after the evaluation, and then was rejected due to the uncertainty of US-China trade war. In addition, on March 31, 2018, the amount of prepaid energy-saving projects was \$152,770 thousand (RMB 33,000) and which reported as prepaid equipment. As of March 31, 2019 and 2018 the Group purchased energy-saving equipment for \$423 thousand and zero from other related parties and which reported as Property, plant and equipment accounts.
  • (d) Key management personnel compensation
  • $(i)$ Key management personnel compensation

Key management personnel compensation comprised:

For the three months ended
March 31
2019 2018
Short-term employee benefits .621

$(ii)$ The Group granted key management personnel rights to subscribe treasury shares as prepaid salaries. As of March 31, 2019, December 31, 2018 and March 31, 2018, those prepaid salaries amounting to \$26,051 thousand (CNY\$5,693 thousand), \$25,484 thousand (CNY\$5,693 thousand) and \$27,627 thousand (CNY\$6,001 thousand), which were recognized under other non-current assets and prepayment accounts.

$\mathbf{D}{\text{total}}$ and $\mathbf{D}{\text{total}}$

(8) Pledged assets:

The carrying amount of pledged assets were as follows:

Pledged assets Object March 31,
2019
December
31, 2018
March 31,
2018
Current financial assets at
amortised cost
Securities payable \$
529,932
921,600
Inventories (for construction
business)
Bank loans 117,552 117,552 275,776
Other financial assets $-$
current and non-current
(Note 1)
Restricted deposit Bank loans, bank depository funds,
corporate bonds and guarantee to loans
borrowed by other related parties
553,680 551,363 563,936
Property, plant and
equipment (Note 2)
Bank loans and ordinary bonds payable 10,207,920 10,201,012 9,645,962
Investment Property (Goss)
amount)
Bank loans and ordinary bonds payable 144,739 144,982 392,942
Non-current assets classified
as held for sale
Bank loans 246,147 246,147
\$11,799,970 12.182.656 10,878,616

Note 1: The credit line of the above pledged assets has been made, with some are actually appropriated.

Note 2: Including the land use rights, which are recognized as Right-of-use assets and long-term prepaid rentals.

(9) Significant commitments and contingencies:

Except for those described in note 6, the Group's other significant commitments and contingencies were as follows:

  • $(a)$ Unrecognized contractual commitments
  • $(i)$ As of March 31, 2019, December 31, 2018 and March 31, 2018, the Group leased a number of offices and department stores with rental commitments in future years, please refer to note $6(r)$ and $(s)$
  • $(ii)$ The total amount of the Group's contracts to purchase commercial real estate as department store business office in March 31, 2019 was CNY\$148,487 thousand. As of March 31, 2019, December 31, 2018 and March 31, 2018 the unpaid amount were \$74,021thousand (CNY\$16,177 thousand), \$72,410 thousand (CNY\$16,177 thousand) and \$89,991 thousand (CNY\$19,439 thousand).
  • (iii) The combined company signed the contract for the purchase of the vessel on March 29, 2019. The total contract price was \$1,004,406 thousand (US\$32,600 thousand) and the initial payment of \$100,440 thousand (US\$3,260 thousand) was paid in April, it is expected to complete the delivery in $\circ$

(iv) The unrecognized contractual commitments of the Group were as follows:

March 31,
2019
December 31,
2018
March 31,
2018
Acquisition of land and building 665,331 665,331
Prepaid of land and building 108,309 108,309
Purchase contract of vehicle for rent 68,230 57.156
Prepaid 11.439 48.134
Sales contract of land 513.730 40.196 103.369
Advance receipts 5.404 22.612

$(v)$ The Group provided guarantees for banks loans as follows:

March 31. December 31, March 31,
2019 2018 2018
Guarantees $\overline{\phantom{0}}$ - 822,000

(vi) The Group signed the joint construction contracts with other companies as follows:

Item Construction name
Joint construction with allocation of buildings, Joint
construction with selling separately
Me island phase1
Joint investing and developing on construction site,
Joint construction with allocation of buildings,
construction on self-owned land
Me island phase II B3
Joint construction with allocation of buildings
Joint construction with allocation of buildings
Joint investing and developing on construction site
Me island phase II B4
Me island phase III B1
Nan Jing Jian Kang

Contingencies $(b)$

  • The subsidiary, MFL purchased property from Changzhou HuiRun Asset Management Ltd. $(i)$ (CHAML) in 2016. The consideration was CNY\$100,000 thousand. Meanwhile, MFL had signed a lease contract with CHAML. The leasing fee would be collected in six installments with amount of CNY\$19,167 thousand for each nominal installment plus interest. CHAML had fulfilled payment obligations in 2016. However, in January 2018, CHAML requested MFL to return excess interest paid with amount of CNY\$7,928 thousand for the reason that the interest rate being charged was too high. As of April 24, 2018, MFL had signed a settlement agreement with CHAML. The agreement had been submitted to the court, and the Company had acquired the document of MFL and CHAML withdrawing the lawsuit.
  • $(ii)$ On July 16, 2018, Securities and Futures Investors Protection Center (SFIPC) filed a civil lawsuit against the ex-chairman of the subsidiary, Lion Shin Investment Co., (LSICL), and claimed \$24,153 thousand for violating Securities Exchange Act. LSICL shall be liable jointly and separately. In accordance with the lawyer' s opinion, the ex-chairman was sentenced for violating insider-trading of Securities Exchange Act on criminal lawsuit. According to No. 473

of the Code of Criminal Procedure and other relevant regulations, within one year after the criminal judgment becomes irrevocable, SFIPC could motion the Procuratorate to return or pay the amount of proceeds, \$17,797 thousand, of the crime confiscated to cover the amount claimed from civil lawsuit.

After that, the company, the ex-chairman and t SFIPC have reached a settlement on January 18, 2019. The settlement amount was \$19,900 thousand and the agreement of \$17,797 thousand should be from the reimbursement that have been confiscated in criminal cases and to repay the investors, requesting by the SFIPC to the Taiwan Taipei District Prosecutors Office; and the remaining \$2,103 thousand shall be repaid by the company and the former responsible person of the company. The company had paid \$2,103 thousand on January 18, 2019.

On the basis of Article 23 of the Company Act, and Articles 184 and 544 of the Civil Code, the company also claimed on January 4, 2019 that the ex-chairman to compensate the paid \$2,103 thousand by the company. The lawsuit was just filed, and the final outcome of the lawsuit will be based on the subsequent process and circumstances

(10) Losses due to major disasters: None

(11) Subsequent events

The Group was dismissed by the board of directors on April 8, 2019. The full equity of Summit Ascent Holdings Ltd., (accounting for the equity method) was settled on April 23, 2019. Victor Sky Holding Ltd., a subsidiary of Sun City Group Holdings Co., Ltd., signed a sale agreement at a price of HK\$1.94 per share, a disposal price of HK\$554,934 thousand and an estimated disposal benefit of HK\$249,681 thousand. As of the date of this review, the delivery procedure has been completed.

$(12)$ Other:

For the three months ended March 31
By function 2019 2018
By item Operating
Cost
Operating
expense
Total Operating
Cost
Operating
expense
Total
Employee benefits
Salary 42,993 160,630 203,623 45,849 196,114 241,963
Health and labor insurance 1,508 1,508 284 1,139 1,423
Pension 17,263 17,263 391 19,382 19,773
Others 3,960 32,358 36,318 3,845 34,434 38,279
Depreciation 84,288 426,539 510,827 80,397 141,349 221,746
Depletion
Amortization 5,739 3,722 9,461 4,707 12,056 16,763

(a) A summary of current-period employee benefits, depreciation, depletion and amortization, by function, is as follows:

(b) Seasonality of operations

The Group's retail business is subject to seasonal fluctuations as a result of vacation. Thus, this industry typically has higher revenues and results for the first and fourth quarter of the year.

(13) Segment information:

The Group's operating segment information and reconciliation were as follows:

For the three months ended
March 31, 2019
Freight
department
Invest
department
Retail
department
Lease
department
Other
segment
Reconciliation
and elimination
Total
Revenue:
Revenue from external
customers
\$256,471 7,728 1,779,679 80,678 16,866 2,141,422
Intersegment revenues 16,564 343 (16,907)
Total revenue \$256.471 24.292 .779.679 81.021 6.866! (16,907) 2,141,422
Reportable segment profit \$23,009 (5.743) 303.695 9.559 (3,152) 327,368
or loss
For the three months ended
March 31, 2018
Revenue:
Revenue from external
customers
\$256,250 776 1,691,163 80,296 4,074 2,032,559
Intersegment revenues 12.044 343 (12, 387)
Total revenue \$268.294 776 691,163 80.639 4.074 (12, 387) 2.032,559
Reportable segment profit or \$47,617 (56.110) 264.900 13.666 (4.633) 265,440
loss

$67$