AI assistant
FSC — Interim / Quarterly Report 2019
Nov 14, 2019
52157_rns_2019-11-14_8f7202ce-4867-4657-a21b-3facbc744252.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
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)
- 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.
- 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 |
-
- 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.
-
- 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.
쒸
(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 |
$67$