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FSC Interim / Quarterly Report 2020

Nov 16, 2020

52157_rns_2020-11-16_633998df-c114-4930-8138-6db268b029f3.pdf

Interim / Quarterly Report

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1

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, 2020 and 2019

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

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.

2

Table of contents

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

1
2
3
4
5
6
7
8
8
8~9
9~15
15
15~51
52~54
54
55~56
56
56
56
57

3

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, 2020 and 2019, the related consolidated statements of comprehensive income for the three months ended March 31, 2020 and 2019, as well as the changes in equity and cash flows for the three months ended March 31, 2020 and 2019, 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 $ 489,806 thousand and $ 1,222,643 thousand as of March 31, 2020 and 2019. And its equity in net earnings on these investee companies of $ (1,058) thousand and $ 17,697 thousand for the three months ended March 31, 2020 and 2019, respectively, were recognized solely on the financial statements prepared by these investee companies, but not reviewed by independent auditors.

3-1

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 Qualified Conclusion paragraph above been reviewed by independent auditors and audited by another auditor (please refer to other matter), 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, 2020 and 2019, and of its consolidated financial performance for the three months ended March 31, 2020 and 2019, as well as its consolidated cash flows for the three months ended March 31, 2020 and 2019 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IASs 34,“Interim Financial Reporting”endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Other Matter

We did not audit the financial statements of Mariner Finance Ltd., a subsidiary of the Group. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Mariner Finance Ltd., is based solely on the report of other auditor. The financial statements of Mariner Finance Ltd. had total assets of $ 2,014,821 thousand; reflect the total assets constituting 6% of the consolidated total assets at December 31, 2019. The net operating income was $ 59,395 thousand; reflect the total operating revenues constituting 5% of the consolidated total operating revenues for the three months ended March 31, 2020.

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, 2020

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.

4

(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 September 30, 2019 and 2018

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

March 31, 2020, December 31, 2019, and March 31, 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(a))
1110
Current financial assets at fair value through profit
or loss (Note 6(b))
1136
Current financial assets at amortized cost, net
(Notes 6(c) , 8)
1170
Accounts receivable, net (Notes 6(d), (w), 7and 8)
1200
Other receivables, net (Notes 6(e) and 7)
1220
Current tax assets
1300
Inventories, net
1320
Inventories (for construction business), net
(Note 8 and 9)
1461
Non-current assets classified as held for sale
(Notes 6(f) and 8)
1476
Other current financial assets (Notes 6(m) and 8)
1479
Other current assets, others (Notes 7)
Non-current assets:
1535
Non-current financial assets at amortized cost, net
(Note 6(c))
1550
Investments accounted for using equity method, net
(Notes 6(g))
1600
Property, plant and equipment (Notes 6(i), 7 and 8)
1755
Right-of-use assets (Notes 6(j) and 8)
1760
Investment property, net (Notes 6(f), (k) and 8)
1780
Intangible assets (Note 6(l))
1840
Deferred tax assets
1915
Prepayments for business facilities (Notes 9)
1935
Long-term lease payments receivable
(Note 6(d) , 7 and 8)
1980
Other non-current financial assets
(Notes 6(e),(m), 7 and 8)
1990
Other non-current assets(Notes 6(u) and 7)
Total assets
March 31, 2020
Amount
%
$ 3,742,594
10
113,276 -
-
-
907,355
3
215,857
1
-
-
378,710
1
636,612
2
200,362
1
636,743
2
376,647
1
March 31, 2020
Amount
%
$ 3,742,594
10
113,276 -
-
-
907,355
3
215,857
1
-
-
378,710
1
636,612
2
200,362
1
636,743
2
376,647
1
December 31, 2019
Amount
%
5,149,276
14
162,866
-
-
-
941,101
2
228,612
1
-
-
335,800
1
645,975
2
283,041
1
546,052
1
365,058
1
March 31, 2019
Amount
%
5,263,596
13
166,451
-
529,932
1
1,105,867
3
910,628
2
229
-
372,166
1
651,486
2
544,857
1
582,934
1
362,296
1
10,490,442
25
-
-
1,336,186
3
13,490,660
33
10,944,195
27
144,739 -
2,256,974
5
871,141
2
627,143
2
800,346
2
461,844
1
159,631
-
31,092,859
75
41583301
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (Notes 6(d) and (n))
2110
Short-term notes and bills payable
2120
Current financial liabilities at fair value through
profit or loss (Note 6(b) and (p))
2130
Current contract liabilities (Notes 6(w) and 9)
2170
Accounts payable (Note 6(q))
2200
Other payables (Notes 6(c), (i), (q), (x)and 7)
2230
Current tax liabilities
2280
Current lease liabilities (Notes 6(r) and 7)
2321
Current portion of bonds payable (Note 6(p))
2322
Current portion of long-term borrowings (Note 6(o))
2399
Other current liabilities (Note 6(m))

Non-Current liabilities:
2530
Bonds payable (Note 6(p))
2540
Long-term borrowings (Note 6(o))
2570
Deferred tax liabilities
2580
Non-current lease liabilities (Notes 6(r) and 7)
2640
Net defined benefit liability, non-current
2645
Guarantee deposits

Total liabilities
Equity attributable to owners of parent
(Notes 6(f) , (p) and (u):
3100
Capital stock
3200
Capital surplus
3300
Retained earnings
3400
Other equity interest
3500
Treasury stock
Total equity attributable to owners of parent:
36XX
Non-controlling interests (Notes 6(h)and (u))
Total equity
Total liabilities and equity
March 31, 2020
Amount
%
$ 3,765,371
10
49,985 -
9,100 -
57,289 -
1,604,576
4
1,023,044
3
34,179 -
968,694
3
999,611
3

1,298,311
4
200,591
-
December 31, 2019
Amount
%

3,544,958
9
49,954 -
2,622 -
150
-

3,053,857
8

1,082,030
3
133,670 -

955,219
2

999,223
3

1,074,361
3
99,728
-
2019 March 31, 2019
Amount
%
3,573,993
9
49,947 -
5,244 -
5,404 -
2,831,276
7
1,317,332
3
129,960 -
940,608
2
998,057
2
1,131,125
3
304,529
1
% Amount

10,010,751
27


10,995,772
28

11,287,475
27

1,359,733
4
3,331,224
9
49,238 -
7,903,563
22
422 -
615,926
2
13,260,106
37


1,336,572
3

3,675,728
10
49,030 -

8,232,934
22
422 -

720,549
2

2,282,379
5
4,962,159
12
71,264 -
9,365,388
23
1,637 -
950,989
2

7,208,156


21

8,657,781
23

29,900
914,038
13,349,668
9,250,069
143,766
2,119,679
868,929
388,153
626,206
850,423
237,276

-

3

36

26
-

6

2

1

2

2

1

29,900 -
909,626
2
13,578,283
36
9,614,639
25
144,009 -
2,136,205
6
877,785
2
386,227
1
790,610
2
884,894
2
259,806
1

14,015,235
37

17,633,816
42

23,270,857
64

25,011,007
65

28,921,291
69

6,308,832
18
2,062,330
6
1,223,063
3
(595,252)
(2)
(94,491)
-


6,308,832
16

1,947,686
5

1,450,781
4

(595,892)
(1)
-
-

6,308,832
15
2,051,210
5
265,799
1
(83,387) -
-
-

8,904,482
25
3,810,924
11

9,141,407
24

4,117,351
11
8,542,454
21
4,119,556
10

12,715,406
36


13,258,758
35

12,662,010
31

28,778,107


79

29,611,984
77

$
35,986,263
100


38,269,765
100

41,583,301
100

$
35986263


100

38269765
100

See accompanying notes to consolidated financial statements.

5

(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 Comprehensive Income

For the three months ended March 31, 2020 and 2019

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

(Expressed in Thousands of New Taiwan Dollars , Except for Ea a **rnings Per Common Share) ** **rnings Per Common Share) ** **rnings Per Common Share) ** **rnings Per Common Share) ** **rnings Per Common Share) ** **rnings Per Common Share) **
4000
Operating revenues (Notes 6(w) and 7)
5000
Operating costs (Notes 6(s) and (y))
Gross profit from operations
6000
Operating expenses (Notes 6(r) , (x) and 7)
6450
Impairment loss determined in accordance with IFRS 9 (Note 6(d))
Net operating income
Non-operating income and expenses:
7010
Other income(Notes 6(y))
7020
Other gains and losses, net (Notes 6(f), (p)and (y))
7050
Finance costs(Notes 6 (p), (r) and (y) and 7)
7060
Share of profit (loss) of associates accounted for using equity method,
net(Notes 6(g))
7900
Profit (loss) from continuing operations before tax
7950
Less: Tax expense (Note 6(t))
Profit (loss)
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
8365
Equity related to non-current assets or disposal groups classified as held for
sale
8370
Share of other comprehensive income of associates accounted for using equity
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
8300
Other comprehensive income, net
Comprehensive income (loss)
Profit (loss), attributable to:
Owners of parent
Non-controlling interests
Comprehensive income (loss) attributable to:
Owners of parent
Non-controlling interests
Earnings per share (Note 6(v))
Basic earnings per share (NT dollars)
Diluted earnings per share(NT dollars)
For the three months ended
March 30
%
100
33

67

47
1
19

1

6
(12)
1
(4)

15
5
10

11

-

-
-
11
11
21

6
4
10

13
8
21
0.22
0.21
2020 %
100
43
2019
Amount
$ 1,214,806
521,906
692,900
631,599
15,906
45,395
9,033
(110,733)
(202,658)
(2,004)
(306,362)
(260,967)
24,986
(285,953)
(82,841)
1,070
6,416
-
(75,355)
(75,355)
$
(361,308)
$ (227,718)
(58,235)
$
(285,953)
$ (257,078)
(104,230)
$
(361,308)
$
$
Amount
2,141,422
710,827
1,430,595
992,222
15,531
422,842
29,349
121,883
(257,500)
10,794
(95,474)
327,368
101,644
225,724
239,710
735
1,593
-
242,038
242,038
467,762
139,343
86,381
225,724
286,808
180,954
467,762
$










57

52
1
4

1

(9)
(17)
-
(25)

(21)
2
(23)


(7)

-

(1)
-
(6)

(6)
$
(29)
$
(18)
(5)
$
(23)
$
(21)
(8)
$
(29)

(0.36)
$ (0.36)

See accompanying notes to consolidated financial statements.

6

(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, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Effects of retrospective application and retrospective restatement
Equity at beginning of period after adjustments
Profit for the three months ended March 31, 2019
Other comprehensive income for the three months ended March 31, 2019
Total comprehensive income for the three months ended March 31, 2019
Changes in equity of associates accounted for using equity method
Due to recognition of equity component of convertible bonds issued
Balance at March 31, 2019
Balance at January 1, 2020
Loss for the three months ended March 31, 2020
Other comprehensive income (loss) for the three months ended March 31, 2020
Total comprehensive income for the three months ended March 31, 2020
Purchase of treasury shares
Difference between consideration and carrying amount of subsidiaries acquired or disposed
Changes in ownership interests in subsidiaries
Balance at March 31, 2020
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Equityattributable to owners ofparent
Retained earnings
Total other equityinterest
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
Equity related
to non-current
assets
classified as
held for sale
Treasury
stock
Total equity
attributable to
owners of
parent
Non-controll
inginterests
Total equity
Share capital
Common
stock
Capital
surplus
$ 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
-
-
-
-
(554,500)
(554,500)
-
-
-
(554,500)
(428,738)
(983,238)
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




-
-
-
-
-
-
-
-







139,343
139,343
-
-
-
139,343
86,381
225,724
-
-
146,730
735
-
147,465
94,573
242,038
-
-
-
-




139,343
139,343
146,730
735
-
286,808
180,954
467,762
-
(299)
-
-
-
98,073
-
-






-
-
-
-
-
(299)
-
(299)
-
-
-
-
-
98,073
-
98,073



$
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











$ 6,308,832
1,947,686
164,604
230,852
1,055,325
1,450,781
(595,680)
29,788
-
9,141,407
4,117,351
13,258,758











-
-
-
-
(227,718)
(227,718)
-
-
-
(227,718)
(58,235)
(285,953)
-
-
-
-
-
-
(30,430)
1,070
-
(29,360)
(45,995)
(75,355)
-
-
-
-
(227,718)
(227,718)



(30,430)
1,070
-
(257,078)



(104,230)
-
-
-
-
-
-
114,361
-
-
-
-
283
-
-
-
-
-
-
$
6,308,832
2,062,330
164,604
230,852
866,169
1,261,625
(626,110)
30,858
(94,491)
8,904,482
3,810,924
12,715,406

See accompanying notes to consolidated financial statements.

7

(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, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit (loss) before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
Interest expense
Operating costs (Interest expense)
Interest income
Cost of share-based payments awards
Share of loss (profit) of associates accounted for using equity method
Loss on disposal of property, plan and equipment
Impairment loss on non-financial assets (reversal of impairment loss)
Variable leases payments
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets at fair value through profit or loss, mandatorily measured at fair value
Accounts receivable
Other receivables
Inventories
Other current assets
Other financial assets
Changes in operating liabilities:
Contract liabilities
Accounts payable
Other payables
Other current liabilities
Net defined benefit liability
Total adjustments
Cash outflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows used in operating activities
For the three months ended
March 31
2020
2019
$ (260,967)
327,368
485,156
510,827
10,089
9,461
15,906
15,531
30,098
(10,386)
202,658
257,500
18,408
10,456
(9,033)
(29,349)
518
-
2,004
(10,794)
404
2,740
83,813
(40,533)
(167,113)
-
For the three months ended
March 31
2020
2019
$ (260,967)
327,368
485,156
510,827
10,089
9,461
15,906
15,531
30,098
(10,386)
202,658
257,500
18,408
10,456
(9,033)
(29,349)
518
-
2,004
(10,794)
404
2,740
83,813
(40,533)
(167,113)
-
2020
$ (260,967)
485,156
10,089
15,906
30,098
202,658
18,408
(9,033)
518
2,004
404
83,813
(167,113)

672,908
715,453

26,721
166,586
14,541
(46,556)
(15,169)
-
57,139
(1,434,240)
(22,405)
31,585
-

(4,954)
223,670
(23,535)
6,406
31,186
(304)
231
(931,836)
(369,360)
(26,786)
(13)
(548,890)
(379,842)

(809,857)
7,407
(195,406)
(124,594)

(52,474)
56,260
(257,655)
(126,517)

(1,122,450)

(380,386)

7-1

(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 (CONTD)

For the three months ended March 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase (decrease) in other receivables
Acquisition of intangible assets
Decrease in other financial assets
Increase (decrease) in other non-current assets
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Payments of lease liabilities
Proceeds from issuing bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in guarantee deposits received
Payments to acquire treasury shares
Acquisition of ownership interests in subsidiaries
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the three months ended
March 31
2020
2019
-
69,181
(60,634)
(133,148)
12,065
5,456
(491)
6,205
(789)
(4,457)
4,734
1,667
11,986
(1,200)
For the three months ended
March 31
2020
2019
-
69,181
(60,634)
(133,148)
12,065
5,456
(491)
6,205
(789)
(4,457)
4,734
1,667
11,986
(1,200)
2020
-
(60,634)
12,065
(491)
(789)
4,734
11,986

(33,129)

(56,296)

237,324
-
31
(55,608)
-
653,352
(774,896)
(98,251)
(94,491)
(88,071)

-
(9,233)
-
(193,796)
1,542,300
147,171
(1,351,946)
(23,541)
-
-

(220,610)
110,955

(30,493)

120,816

(1,406,682)
5,149,276

(204,911)
5,468,507

$
3,742,594

5,263,596

8

(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, 2020 and 2019

(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.

(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, 2020.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards ( “IFRSs”) endorsed by the 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, 2020.
New, Revised or Amended Standards and Interpretations
Amendments to IFRS 3“Definition of a Business”
Amendments to IFRS 9,IAS 39 and IFRS 7“Interest Rate Benchmark Reform”
Amendments to IAS 1 and IAS 8“Definition of Material”
Effective date
per IASB
January 1, 2020
January 1, 2020
January 1, 2020

The Group assesses that the adoption of the abovementioned standards would not have any material impact on its 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 International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

New, Revised or Amended Standards and Interpretations
Amendments to IFRS 10 and IAS 28“Sale or Contribution of Assets Between
an Investor and Its Associate or Joint Venture”
IFRS 17“Insurance Contracts”
Amendments to IAS 1“Classification of Liabilities as Current or
Non-current”
Effective date per
IASB
Effective date to be
determined by IASB
January 1, 2021
January 1, 2022

9

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Possible stakeholders for the Group were as follows:

Release Date
January 23, 2020
New or Amended
Standards
Major revisions
Amendments to IAS 1
“Classification of
Liabilities as Current or
Non-current”
The amendments are intended to improve the
consistency of the application of the standard to assist
companies in determining whether debts or other
liabilities with uncertain liquidation dates should be
classified as current (or if they are due within one year)
or non-current on the balance sheet.
The amendments also clarify the classification
requirements for debts that companies may use to
convert into equity.
Major revisions

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

(4) Summary of significant accounting policies:

  • (a) Statement of compliance

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 is the same as those in the consolidated financial statements for the year ended December 31, 2019. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2019.

  • (b) Basis of consolidation

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

List of subsidiaries in the consolidated financial statements include.

10

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Shareholding
Name of Name of Principal March 31, December 31, March 31, Name of
Investor Subsidiary activity 2020 2019 2019 Investor
First Steamship Co., Yee Shin Investment General investing 100.00% 100.00% 100.00% The company directly
Ltd. Co., Ltd. (indirectly) holds more than
50% of its subsidiaries
First Steamship Co., Yee young Co., Ltd. Real estate - % - % 100.00% The company directly
Ltd. development, rental (indirectly) holds more than
and leasing of building 50% of its subsidiaries. On July
1, 2019, it has being merged,
which has completed the
registration process.
First Steamship Co., Royal Sunway Real estate 55.00% 55.00% 55.00% The company directly
Ltd. Development Co., Ltd. development, rental (indirectly) holds more than
and leasing of building 50% of its subsidiaries
First Steamship Co., First Steamship S.A. International 100.00% 100.00% 100.00% The company directly
Ltd. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries. 1,090
shares were successively
reduced in 2019.
First Steamship Co., Grand Ocean Retail Investment holding 3.70% 3.70% 3.82% The company directly
Ltd. Group Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Steamship Co., First Mariner Holding Investment holding 100.00% 100.00% 100.00% The company directly
Ltd. Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Steamship Co., New Urban Investment holding 100.00% 100.00% 100.00% The company directly
Ltd. Investments Ltd. company (indirectly) holds more than
50% of its subsidiaries
Yee Shin Investment
Grand Ocean Retail
Investment holding 4.54% 2.21% 2.29% The company directly
Co., Ltd Group Ltd. company (indirectly) holds more than
50% of its subsidiaries
Royal Sunway Lan Hai Engineering Engineering - % - % 70.00% The company directly
Development Co., Consultants Ltd. Consultancy (indirectly) holds more than
Ltd. 50% of its subsidiaries and it
also disposed on July 25, 2019
First Steamship S.A. Longevity Navigation International 100.00% 100.00% 100.00% The company directly
S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Praise Maritime S.A. International 100.00% 100.00% 100.00% The company directly
transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Best Steamship S.A. International 100.00% 100.00% 100.00% The company directly
transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Grand Steamship S.A. International 100.00% 100.00% 100.00% The company directly
transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Ahead Capital Ltd. Investment holding 100.00% 100.00% 100.00% The company directly
company (indirectly) holds more than
50% of its subsidiaries
First Steamship S.A. Media Assets Global Investment holding 100.00% 100.00% 100.00% The company directly
Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Steamship S.A. Black Sea Steamship International 100.00% 100.00% 100.00% The company directly
S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Ship Bulker Steamship International 100.00% 100.00% 100.00% The company directly
S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries

11

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Shareholding
Name of Name of Principal March 31, December 31, March 31, Name of
Investor Subsidiary activity 2020 2019 2019 Investor
First Steamship S.A. Nature Sources Ltd. Investment holding 100.00% 100.00% 100.00% The company directly
company (indirectly) holds more than
50% of its subsidiaries
First Steamship S.A. Grand Ocean Retail Investment holding 46.83% 46.83% 48.38% The company directly
Group Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Steamship S.A. Reliance Steamship International 100.00% 100.00% 100.00% The company directly
S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Alliance Steamship International 100.00% 100.00% 100.00% The company directly
S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Sure Success International 100.00% 100.00% 100.00% The company directly
Steamship S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Heritage Riches Ltd. Investment holding 100.00% 100.00% 100.00% The company directly
company (indirectly) holds more than
50% of its subsidiaries and
reduced 19,500 shares on April
29, 2019.
First Steamship S.A. Shining Steamship International 100.00% 100.00% 100.00% The company directly
International S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
First Steamship S.A. Excellent Steamship International 100.00% 100.00% 100.00% The company directly
International S.A. transportation and (indirectly) holds more than
shipping agency 50% of its subsidiaries
Ahead Capital Ltd. Grand Ocean Retail Investment holding 1.79% 1.79% 1.85% The company directly
Group Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Mariner First Mariner Capital Investment holding 100.00% 100.00% 100.00% The company directly
Holding Ltd. Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Mariner Mariner Far East Ltd. Investment holding 100.00% 100.00% 100.00% The company directly
Holding Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Mariner Capital
Mariner Capital Ltd.
Investment holding 100.00% 100.00% 100.00% The company directly
Ltd. company (indirectly) holds more than
50% of its subsidiaries
First Mariner Capital
Morgan Finance Ltd.
Loan company 100.00% 100.00% 100.00% The company directly
Ltd. (indirectly) holds more than
50% of its subsidiaries
First Mariner Capital
Morton Securities Ltd.
Securities and 100.00% 100.00% 100.00% The company directly
Ltd. Securities underwriting (indirectly) holds more than
company 50% of its subsidiaries
Mariner Capital Ltd. Mariner Finance Ltd. Automobile Finance 100.00% 100.00% 100.00% The company directly
leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Shanghai Youxin Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Suzhou Youcheng Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Nanjing Youcheng Car
Automobile Finance
100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Nantong Youcheng Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries

12

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Shareholding
Name of Name of Principal March 31, December 31, March 31, Name of
Investor Subsidiary activity 2020 2019 2019 Investor
Mariner Finance Huaian Youcheng Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Hefei Youxin Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Wuhan Youxin Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Qingdao Youcheng Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Weifang Youcheng Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Chongqing Youren Car
Automobile Finance
100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Fuzhou Youli Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Dongguan Youcheng Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Guangzhou Youqiang Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Ningbo Youren Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Changsha Youli Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Service Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Xian Youcheng Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Xiamen Youhon Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Chengdu Youcheng Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Xuzhou Youhon Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Lianyungang Youren Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Service Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Jinhua Youcheng Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Suqian Youcheng Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Jinan Youli Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries

13

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Shareholding
Name of Name of Principal March 31, December 31, March 31, Name of
Investor Subsidiary activity 2020 2019 2019 Investor
Mariner Finance Yancheng Youxin Car Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Leasing Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Mariner Finance Zhongshan Youcheng Automobile Finance 100.00% 100.00% 100.00% The company directly
Ltd. Car Rental Co., Ltd. leasing company (indirectly) holds more than
50% of its subsidiaries
Grand Ocean Retail Grand Citi Ltd. Investment holding 100.00% 100.00% 100.00% The company directly
Group Ltd. company (indirectly) holds more than
50% of its subsidiaries
Grand Citi Ltd.
Grand Ocean Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Department Store furnishings, etc. (indirectly) holds more than
Group Ltd. 50% of its subsidiaries
Grand Ocean Suzhou Grand Ocean Trading of cosmetics, - % - % 86.67% The company directly
Department Store Department Store Co., furnishings, etc. (indirectly) holds more than
Group Ltd. Ltd. 50% of its subsidiaries.
Complete liquidation
procedures in June 2019.
Grand Ocean Nanjing Grand Ocean Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Department Store Department Store Co., furnishings, etc. (indirectly) holds more than
Group Ltd. Ltd. 50% of its subsidiaries
Grand Ocean Fuzhou Zhongcheng Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Department Store Grand Ocean furnishings, etc. (indirectly) holds more than
Group Ltd. Department Store Co., 50% of its subsidiaries
Ltd.
Grand Ocean Quanzhou Grand Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Department Store Ocean Department furnishings, etc. (indirectly) holds more than
Group Ltd. Store Co., Ltd. 50% of its subsidiaries
Grand Ocean Shanghai Jing Xuan Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Department Store Business Management furnishings, etc. (indirectly) holds more than
Group Ltd. Co., Ltd. 50% of its subsidiaries
Grand Ocean Fuzhou Jiaruixing Management - % 100.00% 100.00% The company directly
Department Store Commercial consulting business, (indirectly) holds more than
Group Ltd. Management Co., Ltd. and trading of 50% of its subsidiaries
cosmetics,
furnishings, etc.
Zayton Grand Ocean
Wuhan Zhongshan
Trading of cosmetics, 30.00% 30.00% 30.00% The company directly
Department Store Grand Ocean furnishings, etc. (indirectly) holds more than
Co., Ltd. Department Store Co., 50% of its subsidiaries
Ltd.
Nanjing Grand Suzhou Grand Ocean Trading of cosmetics, - % - % 6.66% The company directly
Ocean Department Department Store Co., furnishings, etc. (indirectly) holds more than
Store Co., Ltd. Ltd 50% of its subsidiaries.
Complete liquidation
procedures in June 2019.
Nanjing Grand Nanjing Grand Ocean Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Ocean Department Department Hefei furnishings, etc. (indirectly) holds more than
Store Co., Ltd. Store Co., Ltd. 50% of its subsidiaries
Nanjing Grand Fuzhou Tiandi Grand Trading of cosmetics, 57.13% 57.13% - % The company directly
Ocean Department Ocean Department furnishings, etc. (indirectly) holds more than
Store Co., Ltd. Store Co., Ltd. 50% of its subsidiaries
Fuzhou Zhongcheng Fuzhou Grand Ocean Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Grand Ocean Department Store Co., furnishings, etc. (indirectly) holds more than
Department Store Ltd. 50% of its subsidiaries
Co., Ltd.
Fuzhou Zhongcheng Fuzhou Tiandi Grand Trading of cosmetics, 14.29% 14.29% 50.00% The company directly
Grand Ocean Ocean Department furnishings, etc. (indirectly) holds more than
Department Store Store Co., Ltd. 50% of its subsidiaries
Co., Ltd.

14

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Shareholding
Name of Name of Principal March 31, December 31, March 31, Name of
Investor Subsidiary activity 2020 2019 2019 Investor
Fuzhou Zhongcheng Wuhan Zhongshan Trading of cosmetics, 70.00% 70.00% 70.00% The company directly
Grand Ocean Grand Ocean furnishings, etc. (indirectly) holds more than
Department Store Department Store Co., 50% of its subsidiaries
Co., Ltd. Ltd.
Fuzhou Grand Fuzhou Tiandi Grand Trading of cosmetics, 14.29% 14.29% 50.00% The company directly
Ocean Department Ocean Department furnishings, etc. (indirectly) holds more than
Store Co., Ltd. Store Co., Ltd. 50% of its subsidiaries
Fuzhou Zhongcheng Fuzhou Jiaruixing Management 100.00% - % - % The company directly
Grand Ocean Commercial consulting business, (indirectly) holds more than
Department Store Management Co., Ltd. and trading of 50% of its subsidiaries
Co., Ltd. cosmetics,furnishings,
etc.
Wuhan Zhongshan Wuhan Guanggu Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Grand Ocean Grand Ocean furnishings, etc. (indirectly) holds more than
Department Store Department Store Co., 50% of its subsidiaries
Co., Ltd. Ltd.
Wuhan Zhongshan Xiangtan Grand Ocean Trading of cosmetics, 50.00% 50.00% 50.00% The company directly
Grand Ocean Department Store Co., furnishings, etc. (indirectly) holds more than
Department Store Ltd. 50% of its subsidiaries. It was
Co., Ltd. closed on December 31, 2018,
and it was processed in the
liquidation process.
Wuhan Zhongshan Chongqing Guanggu Trading of cosmetics, 50.00% 50.00% 50.00% The company directly
Grand Ocean Grand Ocean furnishings, etc. (indirectly) holds more than
Department Store Department Store Co., 50% of its subsidiaries
Co., Ltd. Ltd.
Wuhan Zhongshan Wuhan Longyang Trading of cosmetics, 50.00% 50.00% 50.00% The company directly
Grand Ocean Grand Ocean furnishings, etc. (indirectly) holds more than
Department Store Department Store Co., 50% of its subsidiaries
Co., Ltd. Ltd.
Wuhan Zhongshan Hengyang Grand Trading of cosmetics, 100.00% 100.00% 1.00% The company directly
Grand Ocean Ocean Department furnishings, etc. (indirectly) holds more than
Department Store Store Co., Ltd. 50% of its subsidiaries
Co., Ltd.
Wuhan Zhongshan Shiyan Ocean Modern Trading of cosmetics, 100.00% 100.00% 100.00% The company directly
Grand Ocean Shopping Co., Ltd. furnishings, etc. (indirectly) holds more than
Department Store 50% of its subsidiaries
Co., Ltd.
Wuhan Guanggu Xiangtan Grand Ocean Trading of cosmetics, 50.00% 50.00% 50.00% The company directly
Grand Ocean Department Store Co., furnishings, etc. (indirectly) holds more than
Department Store Ltd. 50% of its subsidiaries. It was
Co., Ltd. closed on December 31, 2018,
and it was processed in the
liquidation process.
Wuhan Guanggu Chongqing Guanggu Trading of cosmetics, 50.00% 50.00% 50.00% The company directly
Grand Ocean Grand Ocean furnishings, etc. (indirectly) holds more than
Department Store Department Store Co., 50% of its subsidiaries
Co., Ltd. Ltd.
Wuhan Guanggu Wuhan Longyang Trading of cosmetics, 50.00% 50.00% 50.00% The company directly
Grand Ocean Grand Ocean furnishings, etc. (indirectly) holds more than
Department Store Department Store Co., 50% of its subsidiaries
Co., Ltd. Ltd.
Wuhan Guanggu Yichang Grand Ocean Trading of cosmetics, 99.00% 99.00% 99.00% The company directly
Grand Ocean Department Store Co., furnishings, etc. (indirectly) holds more than
Department Store Ltd. 50% of its subsidiaries
Co., Ltd.
Wuhan Longyang Yichang Grand Ocean Trading of cosmetics, 1.00% 1.00% 1.00% The company directly
Grand Ocean Department Store Co., furnishings, etc. (indirectly) holds more than
Department Store Ltd. 50% of its subsidiaries
Co., Ltd.
Nanjing Grand Fuzhou Tiandi Grand Trading of cosmetics, 14.29% 14.29% - % The company directly
Ocean Department Ocean Department furnishings, etc. (indirectly) holds more than
Hefei Store Co., Ltd.
Store Co., Ltd.
50% of its subsidiaries

15

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

(c) 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.

(d) Income taxes

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.

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

The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs (in accordance with IAS 34 “ Interim Financial Reporting ” 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.

In preparing the consolidated financial report, the significant judgments made by management when adopting the accounting policies of the consolidated company and the main sources of estimation uncertainty are consistent with note 5 of the 2019 consolidated financial report.

(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, 2019. For the related information, please refer to note 6 of the consolidated financial statements for the year ended December 31, 2019.

  • (a) Cash and cash equivalents
Petty cash
Demand deposits
Time deposits
Total
March 31,
2020
$ 35,014
3,489,579
218,001
$
3,742,594
December
31, 2019
36,544
4,900,655
212,077
5,149,276
March 31,
2019
39,949
5,202,080
21,567
5,263,596

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

16

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (b) Current financial assets and liabilities at fair value through profit or loss
Mandatorily measured at fair value
through profit or loss:
Non-derivative financial assets
Shares of stock of listed companies
Beneficiary certificates
Total
Financial liabilities held-for-trading
Embedded derivatives
Call and put rights of convertible
bonds
March 31,
2020
$ 102,900
10,376
December 31,
2019
150,513
12,353
162,866
2,622
March 31,
2019
154,041
12,410

$
113,276

166,451

$ 9,100

5,244

(i) Please refer to note 6(z) for disclosure of credit risk and market risk of all financial instruments mentioned above.

  • (ii) The financial assets mentioned above had not been pledged as collateral.

  • (c) Financial assets measured at amortized cost—current and non-current

Corporate bonds—Skyfame Realty
Holdings Ltd.
Preference shares—Jiawang Assets
Development Co., Ltd.
March 31,
2020
$ -
29,900

$
29,900
December 31,
2019
-
29,900

29,900
March 31,
2019
529,932
-
529,932
  • (i) 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 $ 921,600 thousand (US$ 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 and July 22, 2019, the Group's Board of Directors had agreed to Skyfame Realty Holdings Ltd. redemption US$ 12,800 thousand and US$ 17,200 thousand of unsecured corporate bond in advance. Moreover, the aforesaid amount in financing was zero, zero and $ 144,315 thousand (US$ 4,684 thousand) as of March 31, 2020, December 31, 2019 and March 31, 2019.

  • (ii) For credit risk, please refer to note 6(z).

  • (iii) The financial assets of the Group had been pledged as collateral for borrowings. Please refer to note 8

17

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(d) Accounts receivables

Current
Accounts receivables
Less: Allowance for impairment
Leases payment receivables
(included operating lease)
Less: Unearned interest
Allowance for impairment
Subtotal of current asset
Non-current
Leases payment receivables
Less: Unearned interest
Allowance for impairment
Subtotal of non-current asset
Total
March 31,
2020
$ 148,335
-
148,335
939,288
(139,134)
(41,134)
759,020
907,355
712,670
(56,517)
(29,947)
626,206
$
1,533,561
December 31,
2019
167,306
-
167,306
946,753
(144,541)
(28,417)
773,795
941,101
894,892
(76,753)
(27,529)
790,610
1,731,711
March 31,
2019
262,213
-
262,213
1,037,088
(155,777)
(37,657)
843,654
1,105,867
907,201
(75,775)
(31,080)
800,346
1,906,213

(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:
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 91 days past due(Note)
March 31, 2020 Loss allowance
provision
6,010
1,254
2,450
3,212
58,155
Gross carrying
amount of leases
payment receivable
Weighted-average
loss rate
$ 1,319,087
37,304
15,268
10,667
73,981
$
1,456,307
0.38%
3.36%
16.05%
30.11%
78.61%

71,081

18

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 91 days past due(Note)
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 91 days past due(Note)
December 31, 2019 December 31, 2019 Loss allowance
provision
2,148
1,974
2,236
62
49,526
Gross carrying
amount of leases
payment receivable
Weighted-average
loss rate
$ 1,445,310
87,424
16,643
215
70,759
$ 1,620,351
0.15%
2.26%
13.44%
28.85%
69.99%
March 31, 2019

55,946
Loss allowance
provision
2,360
2,326
2,542
6,221
55,288
Gross carrying
amount of leases
payment receivable
Weighted-average
loss rate
$ 1,510,608
88,092
16,630
18,271
79,136
$
1,712,737
0.16%
2.64%
15.29%
34.05%
69.86%

68,737
  • Note: As of March 31, 2020, December 31, 2019 and March 31, 2019 ,the Group had filed lawsuits for colleting the overdue receivables from leasing business with total amount of $ 12,887 thousand (CNY 3,020 thousand), $ 8,078 thousand (CNY 1,873 thousand) and $71,000 thousand (CNY 15,517 thousand). The Group assessed the recoverability of those overdue receivables, and recognized provision for allowance of $9,133 thousand (CNY 2,140 thousand), $ 6,281 thousand (CNY 1,457 thousand) and $ 39,694 thousand (CNY 8,675 thousand) less unearned interests and guarantee deposit.

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

Current
Current
Current
March 31, 2020 Loss allowance
provision
-
Gross carrying
amount
Weighted-average
loss rate
$
127,532

-
December 31, 2019
Weighted-average
loss rate
Loss allowance
provision
-
Gross carrying
amount
$
143,880
Weighted-average
loss rate
-
March 31, 2019
Loss allowance
provision
-
Gross carrying
amount
$
214,331
Weighted-average
loss rate
-

19

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) The loss allowance provision in shipping business department was determined as follows:
Current
Current
Current
March 31, 2020 Loss allowance
provision
-
Gross carrying
amount
Weighted-average
loss rate
$
20,803

-
December 31, 2019

Loss allowance
provision
-
Gross carrying
amount
$
23,426
Weighted-average
loss rate
-
March 31, 2019
Loss allowance
provision
-
Gross carrying
amount
$
33,121
Weighted-average
loss rate
-
  • 4) The loss allowance provision in Taiwan as of was determined as follows:
Current
Current
Current
March 31, 2020 Loss allowance
provision

-
Gross carrying
amount
Weighted-average
loss rate
$
-

-

December 31, 2019

Loss allowance
provision

-
Gross carrying
amount
$
-
Weighted-average
loss rate
-

March 31, 2019
Loss allowance
provision
-
Gross carrying
amount
Weighted-average
loss rate
$
14,761
-
  • (ii) The movements in the allowance for accounts receivables were as follows:
Balance on January 1, 2020 and 2019
Impairment losses recognized
Foreign exchange gain (loss)
Balance on March 31, 2020 and 2019
For the three months ended
March 31
2020
2019
$ 55,946
52,025
15,906
15,531
(771)
1,181
$
71,081
68,737
For the three months ended
March 31
2020
2019
$ 55,946
52,025
15,906
15,531
(771)
1,181
$
71,081
68,737
2020


$ 55,946
15,906
(771)

$
71,081

20

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (iii) Expiration analysis of the Group lease payments to report the undiscounted lease payments to be received in the future
Below 1 year
1 to 2 year past due
2 to 3 year past due
Gross investment in the lease
Unearned revenue
Present value of minimum lease payments
receivable
March 31,
2020
December 31,
2019
March 31,
2019
1,037,088
740,292
166,909
1,944,289
(231,552)
$ 939,288
504,658
208,012
1,651,958
(195,651)
946,753
613,483
281,409
1,841,645
(221,294)
$ 1,456,307
1,620,351
1,712,737


  • (iv) The Group and the financial institution shall sign the accounts receivable and sales contract, and the contracted company shall guarantee the receivables for all receivables that cannot be recovered (whether delayed or defaulted) within a certain period of time, and retain the accounts receivable. Almost all risks and rewards are therefore not eligible for financial assets. The carrying amounts of the transferred receivables and related financial liabilities not excluded in the reporting date are as follows:
Resale company
CDIB International
Leasing Corp.
Resale company
CDIB International
Leasing Corp.
March 31,2020 March 31,2020 Guarantee
item
Transferred
accounts
receivable
amount
$
118,264
Credit
lines
85,334
December
Advanced
amount(recognized
under Short-term
borrowings)
79,352
31,2019
Transferred
accounts
receivable
amount
$
92,855
Credit
lines
86,236
Advanced
amount(recognized
under Short-term
borrowings)
67,019
  • (v) For credit risk information, please refer to note 6(z).

  • (vi) Details of the above notes receivable and accounts receivable as guarantee for bank loans and financing quota. Please refer to note 8.

21

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(e) Other receivables

Other receivables–transfer of equity shares
Other receivables–loans
Other receivables–investment and guarantee
deposits
Other receivables–Lease deposit
Other receivables–others
Less: Allowance for impairment
March 31,
2020
$ -
16,149
-
62,720
136,908
-
$
215,857
December 31,
2019
-
15,824
-
63,384
149,404
-

228,612
March 31,
2019
19,022
66,346
741,252
-
103,030
(19,022)
910,628
  • (i) The other receivables–loans arise from the demand of short-term financing by the car rental platform, and obtain collateral when necessary. 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

22

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

procedures of the disposition of investment, Fengsheng Group could not make the payments by 、 the aforementioned date. As of March 31, 2020 December 31, 2019 and March 31, 2019, the outstanding receivables were CNY 162,000 thousand ($ 691,205 thousand ,$ 698,512 thousand and $ 741,252 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.

The Group will ensure the recovery of the aforementioned creditor's rights and the development of the Fengan land. On August 12, 2019, the Board of Directors resolved to sign a “Debt Confirmation and Repayment Plan” with Damahua Investment Co., Ltd., Quanzhou Fengsheng Group Co., Ltd. and Quanzhou Fengan Real Estate Development Co., Ltd. to agreeing to provide loans from Damahua Investment Co., Ltd. to support the development and construction of the Feng'an block and to sell it externally, and to ensure that the future sales proceeds will be repaid to the aforementioned claims. Considering the development progress of the Fengan land, the credit recovery time will be longer than one year and will be transferred to other receivables-non-current (accounting for other non-current financial assets).

In addition, the board of directors also signed the "Debt Preservation and Conditional Credit Transfer Agreement" and agreed to merge the company and Damahua Investment Co., Ltd. to comprehensively supervise the development project of the Fengan land to ensure that the future sales proceeds will be repaid to the aforementioned claims; if the relevant special circumstances in the transfer agreement occur, the aforementioned creditor's rights will be transferred to Damahua Investment Co., Ltd. at CNY 162,000 thousand. The Group shall assess the value of the creditor's rights based on creditor's rights protection measures, creditor's rights transfer agreements, etc., without any impairment.

  • (iii) The Group 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, 2020, the transfer amount that has not yet been received is $ 19,022 thousand (CNY 4,157 thousand), and the payments should be collected by May 15, 2017 according to the contract. The Group 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) was recognized on December 31, 2018, under the expected credit loss of the statement of comprehensive income. On February 27, 2019, the court ruled in favor of the Group. In December 2019, the transferee company provided its property for payment. Thus, the Group reversed the expected credit loss amounting to CNY 4,157 thousand.

  • (iv) Since the rental agreement of, Xiangtan Grand Ocean Department Store Co., Ltd. (Xiangtan) one of the Group's subsidiaries, have reached its maturity in December 2018, the Group ceased Xiangtan's business operation, wherein a security deposit amounting to CNY 15,000 thousand is expected to be received. Xiangtan had already returned the property to its owner, Xiangyuan Industrial Development Co., Ltd. (Xiangyuan), but failed to receive the security deposit. In order to receive the payment and begin the liquidation process, Xiangtan filed a lawsuit against Xiangyuan. On July 1, 2019, the people's court ordered Xiangyuan to pay the amount of CNY 14,700 thousand to Xiangtan. However, Xiangyuan disagreed with the court's decision, therefore, filed an appeal on November 13, 2019, wherein it was denied on January 16, 2020. Furthermore, Xiangtan filed an appeal to the court to freeze the property of Xiangyuan, in which the court granted the approval do to so. After a thorough investigation by the court, it

23

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

was found that Xiangyuan has enough property to pay for the security deposit. As a result, the Group assessed that amount of $ 62,720 thousand (CNY 14,700 thousand) should have no impairment concern.

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

Balance on January 1, 2020 and 2019
Foreign exchange losses
Balance on March 31, 2020 and 2019
For the three months ended
March 31
For the three months ended
March 31
For the three months ended
March 31
2020 2019
$ -
-
18,608
414
19,022
$
-
  • (f) Non-current assets classified as held for sale

  • (i) As of March 31, 2020, December 31, 2019 and March 31, 2019, the amount of the non-current assets to be disposed of and the related interests are as follows:

March 31,
2020
December31,
2019
Investment Property
$ -
-
Investments accounted for using equity method
200,362
283,041
Total
$
200,362
283,041
Amount of cumulative income or expense
recognized in other comprehensive income relating
to the non-current assets classified as held for sale
Exchange difference arising from the
translation of the financial statements of the
foreign operating institutio
$ (2,103)
(3,237)
Revaluation surplus
33,894
33,894
Total comprehensive income
$
31,791
30,657
March 31,
2020

December31,
2019

December31,
2019
March 31,
2019
$ -
200,362
-
283,041
283,041
(3,237)
33,894
30,657
246,147
298,710
$
200,362
544,857
4,795
33,894

38,689

As of March 31, 2020, December 31, 2019 and March 31, 2019, the non-recurring fair value measurement for the investments accounted for using equity method were measured at $ 200,362 thousand, $ 283,041 thousand and $ 298,710 thousand, 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 first level, respectively.

As of March 31, 2019, the non-recurring fair value measurement for the investment property was measured at $465,800 thousand 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.

24

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

For the three months ended March 31, 2020 and 2019, the above-mentioned non-current assets classified as held for sale were measured at a book value and fair value less than the cost of sales, and were recognized as impairment loss of $ 83,813 thousand (US$ 2,782 thousand), and reversal of impairment loss of $ 40,533 thousand (US$ 1,315 thousand).

  • (ii) On December 7, 2018, the board of directors of the Group resolved to sale the invested real estate, including related lands and houses; as of December 31, 2018, the amount of non-current assets classified as held for sale was $ 246,147 thousand. On March 29, 2019, the Group signed a sales contract with the non-relative Wisdom Marine International Inc. for a total contract price of $ 463,360 thousand (untaxed). The property rights transfer registration was completed in May, 2019. The relevant price has been fully collected, deducting the relevant taxes and fees and recognized the disposal gain of non-current assets classified as held for sale of $ 217,213 thousand.

  • (iii) On December 7, 2018, the board of directors of the Group 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 classified as held for sale. As of December 31, 2019, the aforementioned assets had not been sold due to the circumstances which were previously considered unlikely to happen. The Group had taken necessary actions in response. Now the Group is actively looking for purchaser with reasonable prices, and reasonably expects to complete the sales within one year.

  • (iv) The non-current assets classified as held for sale 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,
2020
$ -
214,069
-
9,401
690,568
-
$
914,038
December 31,
2019
-

215,015
-
9,643
678,892
6,076
March 31,
2019

6,893
113,543
1,215,750
-
-
-
1,336,186
Beijing ShouHai International Economics
and Technology Consultant Service Co.,
Ltd.
Taiwan Environment Scientific Co., Ltd.
Summit Ascent Holdings Ltd.
Jiawang Assets Development Co., Ltd.
Da Yu Financial Holdings Limited
Hainan Sanhe Licheng Business Service
Co., Ltd.

909,626

25

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (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:

Carrying amount of individually
insignificant associates’ equity
March 31,
2020
$
914,038
December 31,
2019
909,626
March 31,
2019
1,336,186
Attributable to the Group:
Gain(Loss) from continuing operations
Other comprehensive income
Total comprehensive income
For the three months ended
March 31
2020
2019
$ (2,004)
10,794
6,416
1,593
$
4,412
12,387
For the three months ended
March 31
2020
2019
$ (2,004)
10,794
6,416
1,593
$
4,412
12,387
For the three months ended
March 31
2020
2019
$ (2,004)
10,794
6,416
1,593
$
4,412
12,387
2019
10,794
1,593

$
4,412

12,387
  • (ii) Guarantees

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

  • (iii) The unreviewed financial statements of investments accounted for using equity method

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. Except for Taiwan Environment Scientific Co., Ltd. has reviewed by CPA.

  • (h) Material non-controlling interests of subsidiaries

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

Name ofSubsidiary Main operation/
Percentage of non-controlling interests
Main operation/
Percentage of non-controlling interests
place
March 31,
2020
China/Cayman Islands
43.14%
December 31,
2019
March 31,
2019
45.47%
43.66%
GRAND OCEAN RETAIL
GROUP LTD.

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.

26

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Collective financial information of Grand Ocean Retail Group Ltd.

March 31,
2020
Current assets
$ 4,322,631
Non-current assets
19,930,562
Current liabilities
(6,186,262)
Non-current liabilities
(9,391,301)
Non-controlling interests
-
Net assets
$
8,675,630
Non-controlling interests
$
3,742,667
Sales revenue
Profit
Other comprehensive income
Comprehensive income (loss)
Profit (loss), attributable to non-controlling interests
Comprehensive income (loss), attributable to non-controlling
interests
Net cash flows from operating activities

Net cash flows from investing activities
Net cash flows from financing activities
Effect of exchange rate changes
Net decrease in cash and cash equivalents
December 31,
2019
March 31,
2019
5,680,778
6,566,401
20,537,955
21,300,076
(7,401,648)
(6,710,246)
(9,913,540)
(11,889,545)
-
522
8,903,545
9,267,208
4,048,441
4,046,063
For the three months ended
March 31
2020
2019
$
885,613
1,779,679
$ (126,996)
202,171
(101,437)
216,608
$
(228,433)
418,779
$
(57,584)
87,799

$
(103,579)
182,374
For the three months ended
March 31
2020
2019
$ (1,414,192)
(321,150)
(50,525)
(134,119)
109,386
(393,936)
(31,830)

107,967
$
(1,387,132)

(741,238)
March 31,
2019
2020
$ (1,414,192)
(50,525)
109,386
(31,830)

$
(1,387,132)

27

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(i) Property, plant and equipment

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

Cost or deemed cost:
Balance at January 1, 2020
Additions
Inventory transfer
Other reclassifications
Disposals and obsolescence
Effect of change in foreign
exchange rates
Balance at March 31, 2020
Balance at January 1, 2019
Additions
Other reclassifications
Disposals and obsolescence
Effect of change in foreign
exchange rates
Balance at March 31, 2019
Depreciation and impairment loss:
Balance at January 1, 2020
Depreciation
Disposals and obsolescence
Effect of change in foreign
exchange rates
Balance at March 31, 2020
Balance at January 1, 2019
Depreciation
Disposals and obsolescence
Effect of change in foreign
exchange rates
Balance at March 31, 2019
Carrying amounts:
Balance at January 1, 2020
Balance at March 31, 2020
Balance at January 1, 2019
Balance at March 31 2019
Land
$ 126,409
-
-
-
-
-
Buildings
3,689,371
-
-
-
-
(37,815)
Transportation
equipment
132,536
11,278
9,408
-
(16,493)
(1,244)
Vessels
7,982,851
-
-
-
-

39,808
Office
equipment
241,431
510
-
-
(1,984)
(2,354)
237,603

320,672
3,179
-
(37,838)
6,882
292,895
172,556
5,912
(1,790)
(1,716)
174,962
238,024
6,708
(40,467)
5,112
209,377
68,875

62,641
82,648
83,518
Leasehold
Improvement
6,574,410
12,313
-
28,691
(4,600)
(68,995)
Construction
inprogress
962,528
12,612
-
(28,691)
-
(9,880)
936,569

129,957
47,966
(94,672)
-
2,371
85,622

-
-
-
-
-
-
-
-
-
-
962,528
936,569
129,957
85,622
Total
19,709,536
36,713
9,408
-
(23,077)
(80,480)
$ 126,409


3,651,556
135,485

8,022,659
6,541,819

19,652,100

$ 126,409
-
-
-
-

3,795,849
-
21,707
-
83,284
118,527
39,946
-
(19,419)
2,485
141,539
8,152,699
-
-

-
23,885
7,485,417
42,057
72,965
(360,871)
165,837

20,129,530
133,148
-
(418,128)
284,744
$ 126,409


3,900,840


8,176,584
7,405,405

20,129,294

$ -
-
-
-

485,856
22,811
-
(5,081)


54,856

6,322
(4,218)
(460)


1,872,310

82,006

-
9,609

3,545,675
100,410
(4,600)
(38,026)
3,603,459

6,131,253
217,461
(10,608)
(35,674)
$
-

503,586

56,500

1,963,925

6,302,432
$ -
-
-
-

398,011
23,735
-
8,409


71,629

5,390
(13,009)
1,456


1,577,649

83,911

-
4,580

4,416,711
109,624
(356,456)
97,617

6,702,024
229,368
(409,932)
117,174
6,638,634
$
-

430,155

65,466

77,680

1,666,140
4,267,496
3,028,735

2,938,360
3,068,706

3,137,909
$ 126,409
$ 126,409
$ 126,409
$ 126,409

3,203,515

6,100,541

13,578,283

3,147,970

78,985

6,058,734

13,349,668

3,397,838

46,898

6,575,050
13,427,506

3,470,685

76,073

6,510,444

13,490,660

(i) As of March 31, 2020, December 31, 2019 and March 31, 2019, due to payments to stores maintenance and to acquire the property for department stores, the Group recognized other payables amounting to $235,232 thousand, $261,609 thousand and $278,877 thousand, respectively, and accounting for other payables

(ii) The property, plant and equipment of the Group had been pledged as collateral for bank borrowings. Please refer to note 8.

28

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(j) Right-of-use assets

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

Cost
Balance at January 1, 2020
Addition
Effect of change in foreign
exchange rates
Balance at March 31, 2020
Balance at January 1, 2019
Addition
Effect of change in foreign
exchange rates
Balance at March 31, 2019
Depreciation
Balance at January 1, 2020
Depreciation
Effect of change in foreign
exchange rates
Balance at March 31, 2020
Balance at January 1, 2019
Depreciation
Effect of change in foreign
exchange rates
Balance at March 31, 2019
Carrying amounts:
Balance at January 1, 2020
Balance at March 31, 2020
Balance at January 1, 2019
Balance at March 31, 2019
Land Buildings Machine and
transportation
equipment
Machine and
transportation
equipment
Total
10,695,560
149
(111,432)
10,584,277
10,981,529
480
243,814
11,225,823
1,080,921
267,452
(14,165)
1,334,208
-
281,216
412
281,628
9,614,639
9,250,069
10,981,529
10,944,195
$ 3,254,497
-
(34,043)
$ 3,220,454
$ 3,378,465
-
75,165
$ 3,453,630
$ 95,625
23,936
(1,280)
$
118,281
$ -
25,331
38
$25,369

$ 3,158,872

$ 3,102,173

$ 3,378,465

$ 3,428,261

7,381,322
149
(76,782)
7,304,689

7,547,100
480
167,425
7,715,005

977,621

241,437
(12,791)
1,206,267
-

254,110
372
254,482
6,403,701
6,098,422
7,547,100
7,460,523
59,741
-
(607)
59,134
55,964
-
1,224
57,188
7,675
2,079
(94)
9,660
-
1,775
2
1,777
52,066
49,474
55,964
55,411

29

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(k) Investment properties

Cost or deemed cost:
Balance at January 1, 2020
Balance at March 31, 2020
Balance at January 1, 2019
Balance at March 31, 2019
Accumulated depreciation and impairment
losses:
Balance at January 1, 2020
Depreciation
Balance at March 31, 2020
Balance at January 1, 2019
Depreciation
Balance at March 31, 2019
Carrying amounts:
Balance at January 1, 2020
Balance at March 31, 2020
Balance at January 1, 2019
Balance at March 31, 2019
Owned property property Total
166,020
Land and
improvement
**Buildings **
$ 115,769 50,251
50,251
50,251
50,251
22,011
243
22,254
21,038
243
21,281
28,240
27,997
29,213
28,970

$
115,769

166,020

$ 115,769

166,020

$
115,769

166,020

$ -
-

22,011
243
$
-
22,254
$ -
-

21,038
243
$
-
21,281
$
115,769

144,009

$
115,769

143,766

$
115,769

144,982

$
115,769

144,739
  • (i) The fair value of the investment property was not significantly different from those disclosed in the Note 6 (l) of the annual consolidated financial statements for the year ended December 31, 2019.

  • (ii) The investment properties of the Group had been pledged as collateral for bank borrowings; please refer to note 8.

30

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(l) Intangible assets

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

Cost:
Balance at January 1, 2020
Additions-parent company only
Disposal
Effect of change in foreign
exchange rates
Balance at March 31, 2020
Balance at January 1, 2019
Additions-parent company only
Effect of change in foreign
exchange rates
Balance at March 31, 2019
Accumulated amortization and
impairment loss:
Balance at January 1, 2020
Amortization
Disposal
Effect of change in foreign
exchange rates
Balance at March 31, 2020
Balance at January 1, 2019
Amortization
Effect of change in foreign
exchange rates
Balance at March 31, 2019
Carrying amounts:
Balance at January 1, 2020
Balance at March 31, 2020
Balance at January 1, 2019
Balance at March 31, 2019
Goodwill Trademark

421,604
-
-
2,103
423,707

430,575
-
1,261
431,836

-
-
-
-
-

-
-
-
-
421,604
423,707
430,575
431,836
License Plate
361,639
-
-
(3,783)
357,856
375,927
-
8,364
384,291
5,050
-
-
(52)
4,998
5,242
-
117
5,359
356,589
352,858
370,685
378,932
Other
75,072
789
(36,151)
(299)
39,411
80,545
4,457
1,705
86,707
56,371
1,489
(36,151)
(111)
21,598
58,710
1,836
1,214
61,760
18,701
17,813
21,835
24,947
Total

2,203,812

789
(36,151)
(15,957)
2,152,493
2,283,692
4,457
42,281
2,330,430

67,607

1,489
(36,151)
(131)
32,814

70,270

1,836
1,350
73,456
2,136,205
2,119,679
2,213,422
2,256,974
$ 1,345,497
-
-
(13,978)

$
1,331,519

$ 1,396,645
-
30,951

$
1,427,596

$ 6,186
-
-
32
$
6,218

$ 6,318
-
19
$
6,337

$
1,339,311

$
1,325,301
$
1,390,327

$
1,421,259

Due to the epidemic of COVID-19, each store of the Group had been temporarily closed in the first quarter of 2020, and it gradually resumed operation in the middle of February. Although the key assumptions used by the Group in evaluating department store retail and license plate cash-generating units were slightly revised down, there was no significant change in the recoverable amount of the overall cash-generating unit and there were no significant differences in fair value. Please refer to Note 6 (m) of the annual consolidated financial statements for the year ended December 31, 2019.

31

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

Other financial assets-current
Deposits-out for lease
Restricted deposits
Deposits-ready to transaction
Others
Other financial assets-non-current
Deposits-out for lease
Restricted deposits
Investment and guarantee deposits
Others
Time deposits
March 31,
2020
$ 24,708
522,533
82,614
6,888
$
636,743
$ 137,948
-
691,205
21,270
$
850,423
December 31,
2019
3,269
528,539
12,396
1,848
546,052
163,533
-
698,512
22,849
884,894
March 31,
2019
72,557
298,596
209,973
1,808

582,934

174,281
255,084
-
32,479

461,844

As of March 31, 2020, December 31, 2019 and March 31, 2019, the Group has collected receipts in advance for securities brokerage business, amounting to $ 82,614 thousand, $ 12,396 thousand and $ 209,973 thousand, respectively. The receipts in advance are reported as other current liabilities.

(n) Short-term borrowings

Unsecured bank loans
Secured bank loans
Other unsecured loans
Other secured loans
Total
Unused credit lines
Range of interest rates
March 31,
2020
$ 1,731,854
1,899,453
-
134,064
$
3,765,371
$
357,795
1.62%~9.5%
December 31,
2019
1,539,979
1,847,308
-
157,671
3,544,958
831,072
1.5%~9.5%
March 31,
2019
1,355,804
1,691,651
526,538
-
3,573,993
954,453
1.5%~7%

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

32

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(o) Long-term borrowings

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

Secured bank loans
Unsecured bank loans
Other secured loans
Less: current portion
Total
Unused credit lines
Range of interest rates
March 31,
2020
$ 2,886,539
1,528,109
214,887
(1,298,311)
$
3,331,224

$
2,216,413

1.76%~15.60%
December 31,
2019
2,905,409
1,643,876
200,804
(1,074,361)

3,675,728
2,138,066
1.77%~15.60%
March 31,
2019
3,568,181
2,525,103
-
(1,131,125)
4,962,159
2,661,578
1.35%~5.35%

(i) Lending and repayment of loans

For the three months ended March 31, 2020 and 2019, the Group proceeded from long-term borrowings amounting to $ 653,352 thousand and $ 147,171 thousand, respectively and the repayment amounted to $ 774,896 thousand and $ 1,351,946 thousand, respectively.

(ii) Collateral of bank loans

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

(p) Bonds payable

The information of bonds of the Group were as follows:

Total ordinary bonds issued
Total convertible bonds issued
Less: Current portion
March 31,
2020
$ 2,000,000
1,542,300
(999,611)
(1,000,000)
(182,956)

$
1,359,733


$
9,100
$
96,902
December 31,
2019
2,000,000
1,542,300
(999,223)
(1,000,000)
(206,505)
1,336,572

2,622
96,902
March 31,
2019
2,000,000
1,542,300
(998,057)
-
(261,864)
2,282,379
5,244
98,073
Cumulative redeemed amount
Discounted corporate bonds payable
Long-term portion of bonds payable
Embedded derivative instruments – call and
put rights at fair value through profit or loss
Equity component-conversion right
(Reported as capital surplus-share options)
Embedded derivative instruments – call and put rights, included
in financial liabilities(at fair value through profit or loss)
Interest expense
For the three months ended
**March 31 **
For the three months ended
**March 31 **
2020 2019

1,234
$ (6,478)

$ 27,736


16,048

33

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (i) For the three months ended March 31, 2020 and 2019, the Group did not issue and repurchase or repay corporate bonds payable. Please refer to Note 6 (q) of the annual consolidated financial statements for the year ended December 31, 2019.

  • (ii) For the collateral of long term borrowings, please refer to note 8.

  • (q) Accounts payable and other payables

Accounts payable
Arising from direct sales
Arising from concessionaire sales
Others
Total
Other payables
Securities payable
Construction payables
Others
Total
March 31,
2020
December 31,
2019
167,318
2,825,519
61,020
3,053,857
105,982
261,609
714,439
1,082,030
March 31,
2019
173,447
2,555,988
101,841
2,831,276
478,217
278,877
560,238
1,317,332
$ 114,840
1,433,318
56,418
$
1,604,576
$ 108,384
235,232
679,428
$
1,023,044
  • (r) Lease liabilities

The information of lease liabilities of the Group were as follows

Current
Non- Current
March 31,
2020
$
968,694
$
7,903,563
December 31,
2019
955,219
8,232,934
March 31,
2019
940,608
9,365,388

Expiration analysis, please refer to Note 6 (z) for financial instruments.

The amounts recognized in profit or loss as follows:

Interest expense of lease liabilities
Variable leases payments not included in the measurement
of lease liabilities
Expenses relating to short-term leases
Expenses relating to leases of low-value, excluding
short-term leases of low-value assets
For the three months end March 31
2020
2019
$
110,299
127,189
$
(149,764)

39,407
$
17

898
$
299
-
For the three months end March 31
2020
2019
$
110,299
127,189
$
(149,764)

39,407
$
17

898
$
299
-
2020
$
110,299
$
(149,764)

$
17

$
299

39,407
898
-

34

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Total cash flow for the Group’s leases as follows:

Total cash flow for the Group’s leases as follows:
Total cash outflow for leases For the three months end March 31
2020
2019
$
183,572
361,290
2020
$
183,572

(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. The lease period of office premises is usually three years, the staff quarters are usually one year, and the department store building is 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 Group during the lease term.

  • (ii) Other lease

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

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

  • (iii) The Group was affected by the epidemic of COVID 19 from January 1 to March 31, 2020, the subsidiary in china of the Group closed its business due to government regulations, and force majeure in the operating environment, it ceased to pay rent in accordance with the lease contract until the restoration and filing was approved by the government, due to the aforementioned changes in lease payments, adjustments to operating expenses deductions $ 167,113 thousand (CNY 38,708 thousand).

  • (s) Operating lease

Leases as lessor

The Group 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. In addition, please refer to Note 6 (d) for details of the financial leasing situation of the combined company operating the passenger car leasing business.

35

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

(i) Bulk carriers


Less than one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
More than five years
Total undiscounted lease payments
March 31,
2020
$ 683,487
291,848
291,848
236,755
133,511
133,511
$
1,770,960
December 31,
2019
499,775
277,019
132,848
132,848
132,848
151,411
1,326,749
March 31,
2019
536,612
297,447
243,950
136,072
136,072
257,605

1,607,758
  • (ii) Transportation equipments
Less than one year
Between one and two years
Between two and three years
Total undiscounted lease payments
March 31,
2020
$ 40,241
26,114
2,750
$
69,105
December 31,
2019
42,197
31,564
5,684
79,445
March 31,
2019
44,277
31,077
8,701

84,055

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

Operating costs For the three months end March 31 For the three months end March 31
2020
$
7,459
2019
5,739
  • (t) Income Tax

  • (i) The components of income tax were as follows:

Current tax expense
Current period
Land value increment tax
Deferred tax expense
Origination and reversal of temporary differences
Income tax expense from continuing operations
**For the three months ended March 31 ** **For the three months ended March 31 ** **For the three months ended March 31 **
2020
$ 25,252
63
2019
103,790
77
103,867
(2,223)
(2,223)
101,644
25,315
(329)
(329)
$
24,986

36

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii)Examination and Approval

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

authorities were as follows:
First Steamship Co., Ltd.
Yee Shin Investment Co., Ltd.
Royal Sunway Development Co., Ltd.
**Approved year **
2018
2018
2018

The annual tax returns of subsidiaries in China through 2018 were examined and approved by the tax authority.

  • (u) Capital and other equity

Except for the following disclosure, there was no significant change for capital and other equity for the three months ended March 31 2020 and 2019. For the related information, please refer to note 6(v) of the consolidated financial statements for the year ended December 31, 2019.

(i) Capital surplus

The components of the capital surplus were as follows:

Share capital
Stock option from convertible
corporate bonds
Share options
Forfeited share options
Treasury share transactions
Stock options-fair value differences
of associates under equity method
Difference arising from subsidiary's
share price and its carrying value
Changes in a parent's ownership
interest in a subsidiary
Donation from shareholders
March 31,
2020
$ 561,458
748,921
96,902
13,838
15,967
11,629
545,205
65,078
3,332
March 31,
2020
$ 561,458
748,921
96,902
13,838
15,967
11,629
545,205
65,078
3,332
December 31,
2019
561,458
748,921
96,902
13,838
15,967
11,629
430,844
64,795
3,332
March 31,
2019
561,458
748,921
98,073
13,838
15,967
31,738
430,844
147,039
3,332
2,051,210

$
2,062,330

1,947,686

On April 28, 2020, the Company’s board of directors approved cash dividends to stockholders by capital surplus of $ 186,265 thousand.

37

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) Retained earnings

According to the Articles of Incorporation, after-tax earnings are initially used to offset cumulative losses, and 10% of the remainder is set aside as a legal reserve, except when the legal reserve of the Company reaches paid-in capital of the Company. Special reserve may be appropriated if necessary. Other than distributing dividends, any remaining balance and the undistributed earnings from the beginning of the year are distributed according to the proposal presented by the Board of Directors in the shareholder's meeting.

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) 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 28, 2019 reversal of special earnings reserve of $ 105,284 thousand, respectively. On April 28, 2020, the Company’s board of directors approved for the appropriation of special earnings reserve of $ 335,040 thousand.

38

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) Earnings distribution

The appropriations of earnings for 2019 have been approved in the meeting of the board of directors held on April 28, 2020. And the appropriations of earnings for 2018 had been approved in the shareholders' meeting held on June 28, 2019. The appropriation and dividend per share were as follows:

For the year ended December 31
2019
2018
Dividends distributed to ordinary shareholders
Cash
$
-
63,088
Dividends per share
620,883
-
Total
$
620,883
63,088
For the year ended December 31
2019
2018
Dividends distributed to ordinary shareholders
Cash
$
-
63,088
Dividends per share
620,883
-
Total
$
620,883
63,088
For the year ended December 31
2019
2018
Dividends distributed to ordinary shareholders
Cash
$
-
63,088
Dividends per share
620,883
-
Total
$
620,883
63,088
$
620,883
63,088
  • (iii) Treasury stock

  • 1) For the three months ended March 31, 2020, in accordance with the requirements under section 28(2) of the Securities and Exchange Act, the Company repurchased 10,000 thousand shares of its own common stock as treasury shares in order to protect the Company’s integrity and shareholders’ equity. As of March 31, 2020, total of 10,000 thousand shares were not yet cancelled.

In accordance with Securities and Exchange Act requirements as stated above, the number of shares repurchased should not exceed 10 percent of all common shares issued. Also, the value of the repurchased shares should not exceed the sum of the Company’s retained earnings, share premium, and realized capital reserves.

In accordance with Securities and Exchange Act requirements, treasury shares held by the Company should not be pledged, and do not hold shareholder rights before their transfer.

  • 2) The movement in treasury shares of subsidiaries were as follows:

(In thousands of shares)

Outstanding at January 1
Exercised during the year
Outstanding at March 31
For the three months ended
March 31
2020
2019
11,882
6,350
(35)
-
11,847
6,350
2020
11,882
(35)
11,847

The proceeds from transferring treasury shares were recognized as prepaid salary for employees to execute subscription. As of March 31, 2020, December 31, 2019, and March 31, 2019, these prepaid salary amounting to $ 199,700 thousand, $ 214,055 thousand and $ 117,841 thousand were recognized under other current assets and non-current assets, respectively. Considering the crisis the industry is facing and the impact caused by COVID-19, a resolution was passed during the board of directors' meeting to defer the repayment of advanced employees' salary for one year on February 27, 2020.

39

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (iv) Other equity interests
Balance at January 1, 2020
Profit of non-controlling interests
Exchange differences on subsidiaries
accounted for using equity method
Difference between consideration and
carrying amount of subsidiaries
acquired or disposed
Changes in ownership interests in
subsidiaries
Exchange differences on foreign
operations
Balance at March 31, 2020
Balance at January 1, 2019
Profit of non-controlling interests
Exchange differences on subsidiaries
accounted for using equity method
Exchange differences on foreign
operations
Balance at March 31, 2019
Exchange
differences on
translation of
foreign financial
statements
Equity related to
non-current
assets classified as
held for sale

Non-controlling
Interest
Total
4,117,351
3,551,459
(58,235) (58,235)
-
6,416
(202,432)
(202,432)
235
235
(45,995)
(81,771)
3,810,924
3,215,672
3,938,602
3,707,750
86,381
86,381
-
1,593
94,573
240,445
4,119,556
4,036,169
$ (595,680)
29,788
-
-
6,416
-
-
-
-
-
(36,846)
1,070
$
(626,110)
30,858

3,810,924
$ (266,508)
35,656
-
-
1,593
-
145,137
735
$
(119,778)
36,391
4,119,556

40

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(v) Earnings per share

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

Basic earnings (loss) per share
Profit (loss) attributable to ordinary
shareholders of the Company
Weighted-average number of ordinary
shares
Earnings (loss) per share (dollars)
Diluted earnings (loss) per share
Profit (loss) attributable to ordinary
shareholders of the Company
Effect of dilutive potential ordinary
shares
Effect of conversion of convertible
bonds
Profit (loss) attributable to ordinary
shareholders of the Company
(diluted)
Weighted-average number of ordinary
shares
Effect of dilutive potential ordinary
shares
Effect of issuance of share option
Effect of conversion of convertible
bonds
Weighted-average number of ordinary
shares (diluted)
Earnings (loss) per share (dollars)
For the three months ended March 31
2020
2019
$
(227,718)
139,343
624,790
630,883
$
(0.36)
0.22
(227,718)
139,343
(Note)
4,530
$
(227,718)
143,873
624,790
630,883
(Note)
114
(Note)
48,757
624,790
679,754
$
(0.36)
0.21
2020
$
(227,718)

624,790

$
(0.36)
(227,718)
(Note)

$
(227,718)
624,790
(Note)
(Note)

624,790

$
(0.36)

Note: The conversion of convertible bonds was not included in the calculation of the weighted-average number of shares (diluted) due to the anti-dilutive effect.

41

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (w) Revenue from contracts with customers

(i) Disaggregation of revenue

Freight
department
Primary geographical markets
Taiwan
$ -
China
-
Other
243,759
$
243,759
Major products/services lines
Commissions revenue (Retail
revenue – concessionaire
sales)
$ -
Commodity sales (Retail
revenue – direct sales)
-
Lease revenue
243,759
Financial lease interest income
-
Service revenue and others
-
$
243,759
For the three months ended March 31, 2020 For the three months ended March 31, 2020 For the three months ended March 31, 2020 For the three months ended March 31, 2020 Total
12,364
945,008
257,434
1,214,806
304,681
324,127
379,749
40,658
165,591
1,214,806
Freight
department
Invest
department
1,528
-
13,675
Retail
department

-
885,613

-
Lease
department
-

59,395
-
Other
department
10,836

-
-
$ -
-
243,759
$
243,759

15,203
885,613
59,395

10,836


-
-

1,528
-
13,675

304,681
324,127

120,840
-

135,695



-

-

13,622
40,658

5,115


-
-

-

-

10,836
$
243,759

15,203


885,613



59,395



10,836
Freight
department
Primary geographical markets
Taiwan
$ -
China
-
Other
256,471
$
256,471
Major products/services lines
Commissions revenue (Retail
revenue – concessionaire
sales)
$ -
Commodity sales (Retail
revenue – direct sales)
-
Lease revenue
256,471
Financial lease interest income
-
Service revenue and others
-
$
256,471
For the three months ended March 31, 2019 For the three months ended March 31, 2019 For the three months ended March 31, 2019 For the three months ended March 31, 2019 Total

19,823
1,858,517
263,082
2,141,422
721,312
532,217
498,385
54,375
335,133
2,141,422
Freight
department
Invest
department
Retail
department

-
1,779,679

-
Lease
department
1,840

78,838
-
Other
department

16,866

-

-
$ -
-
256,471
1,117
-

6,611

$
256,471



7,728


1,779,679

80,678

16,866


-
-

1,117
-
6,611


721,312
532,217

221,845
-

304,305



-

-

18,952
54,375

7,351



-
-

-

-

16,866
$
256,471


7,728



1,779,679



80,678



16,866

42

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) Contract balances
Accounts receivable
Less: allowance for impairment
Total
Contract liabilities
March 31,
2020
$ -
-
$
-
$
57,289
December 31,
2019
-
-
-
150
March 31,
2019
14,761
-
14,761
5,404

Please refer to note 6(d) for the disclosure of accounts receivable and impairment.

The amount of revenue recognized for the three months ended March 31, 2020, and 2019, that was included in the contract liability balance at the beginning of the period was $ 150 thousand and $ 3,511 thousand.

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 were no other significant changes for the three months ended March 31, 2020, and 2019,

(x) Employee compensation and directors' remuneration

According to the Articles of Incorporation, 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' 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' remuneration could only be paid by cash.

For the three months ended March 31, 2020, the Company loss before tax. The company was not estimated its employee compensation and directors' remuneration amounting.

For the three months ended March 31, 2019, the Company estimated its employee compensation and directors' remuneration amounting to $1,393 thousand. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Articles of Incorporation. These remunerations were expensed under operating costs or operating expenses for each period. The difference between the actual amounts and the estimation of employee compensation will be treated as changes in accounting estimates and adjusted in profit or loss in the following year.

For the year ended December 31, 2019, the Company estimated its employee compensation and directors' remuneration amounting to $14,352 thousand and zero. There were no differences between the amount to be distributed as rewards to employees and directors and those estimations made by the board of directors. Related information would be available at the Market Observation Post System.

43

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(y) Non-operating income and expenses

  • (i) Other income

The details of other income were as follows:

Interest income
Loan to unrelated parties
Amortized cost financial assets
Loans
Open-end fund
Other
Total
For the three months ended March 31 For the three months ended March 31
2020 2019
8,305
18,295
2,465
284
-
$ 6,626
-
2
252
2,153

$
9,033
29,349

(ii) Other gains and losses

The details of other gains and losses were as follows:

Loss on disposal of property, plant and equipment
Foreign exchange gains (loss)
Gain (loss) on financial assets (liabilities) at fair value
through profit or loss
Open fund and listed companies
Embedded derivative instruments-call and put rights
of convertible bonds
Impairment loss , gain on reversal of impairment loss
Non-current assets classified as held for sale
Other (included credit card charge income and etc.)
For the three months ended
March 31
2020
2019
$ (404)
(2,740)
(14,289)
21,645
(23,620)
9,152
(6,478)
1,234
(83,813)
40,533
17,871
52,059
$ (110,733)
121,833
For the three months ended
March 31
2020
2019
$ (404)
(2,740)
(14,289)
21,645
(23,620)
9,152
(6,478)
1,234
(83,813)
40,533
17,871
52,059
$ (110,733)
121,833
2020
$ (404)
(14,289)
(23,620)
(6,478)
(83,813)
17,871
$ (110,733)

121,833

(iii) Finance costs

The details of finance costs were as follows:

Interest expense
Interest on corporate bonds
Amortization on discount of corporate bonds
Lease liabilities
Financial expenditures
For the three months ended March 31
2020
2019
$ 62,194
107,827
4,187
8,375
23,549
7,673
110,299
127,189
2,429
6,436
$
202,658

257,500
**For the three months ended March 31 ** **For the three months ended March 31 **
2019

107,827
8,375
7,673
127,189
6,436

257,500

The interest related to leases amounting to $ 18,408 thousand and $ 10,456 thousand for the three months ended March 31, 2020 and 2019, respectively, was recognized as interest expense under operating cost.

44

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(z) 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(aa) of the consolidated financial statements for the year ended December 31, 2019.

(i) Credit risk

  • 1) Receivables of credit risk

For credit risk exposure of notes and accounts receivables, please refer to note 6(d). Other financial assets at amortized cost include other receivables and corporate bonds, etc.; please refer to notes (c) and (e).

The impairment provision of all of these financial assets recognized during the period was limited to 12 months expected losses or lifetime ECL measurement. For the three months ended March 31, 2020 and 2019, the movement in the allowance for impairment for above assets was referred to notes 6(d) and (e).

(ii) Liquidity risks

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

March 31, 2020
Non-derivative financial liabilities
Non-interest bearing liabilities
Floating rate instrument
Fixed rate instruments
Leases liabilities
December 31, 2019
Non-derivative financial liabilities
Non-interest bearing liabilities
Floating rate instrument
Fixed rate instruments
Lease liabilities
Carrying
amount
Contractual
cash flows

2,585,395

5,756,139

6,375,914

11,030,300
1years
1,976,056
2,950,045
3,723,325
1,375,954
1 to 5
years
75,885
2,806,094
2,652,589
4,874,182
Over 5years
$ 2,585,395
5,503,075
5,959,311
8,872,257

533,454

-

-
4,780,164
5,313,618

552,538

-

-
5,063,498
5,616,036

$
22,920,038



25,747,748

10,025,380


10,408,750

162,371
2,879,271
2,565,702
5,037,213

$ 4,362,608
5,507,439
5,667,185
9,188,153



4,362,608

5,779,144

6,089,966

11,479,164

3,647,699
2,899,873
3,524,264
1,378,453

$
24,725,385



27,710,882

11,450,289

10,644,557

45

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2019
Non-derivative financial liabilities
Non-interest bearing liabilities
Floating rate instrument
Fixed rate instruments
Lease liabilities
Carrying
amount
Contractual
cash flows
1years 1 to 5
years
Over 5 years

397,452
571,837

4,681,503
-

2,597,015
-

5,365,724
6,285,277
$ 4,575,607
8,789,222
4,732,428
10,305,996

4,575,607

9,311,389

5,131,205

13,071,094

3,606,318

4,629,886

2,534,190

1,420,093

$ 28,403,253



32,089,295



12,190,487




13,041,694
6,857,114

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:

Financial assets
Monetary items
USD:NTD
HKD:USD
NTD:USD
AUD:USD
EUR:USD
Non-monetary items
Non-current assets
classified as held for
sale
HKD:USD
Investments accounted
for using equity
method
HKD:USD
Financial liabilities
Monetary items
USD:CNY
HKD:USD
EUR:USD
CNY:USD
March 31, 2020 March 31, 2020 March 31, 2020 December 31, 2019 December 31, 2019 December 31, 2019 March 31, 2019 March 31, 2019 March 31, 2019
Foreign
currency
Exchange
rate

NTD
Foreign
currency
Exchange
rate
NTD Foreign
currency
Exchange
rate
NTD
1,935
1,483
1,441
-
5,357
200,362
690,568
702,847
108,382
-
-
900
261
3,922
-
148
73,216
175,614
25,225
27,415
-
-
30.08
0.1285
0.0332
-
1.1217
0.1285
0.1285
6.9762
0.1285
-
-
27,072
1,009
3,917
-
4,994
283,041
678,892
758,767
105,967
-
-
68
1,089
3,043
40
504
-
76,069
309,600
20,500
246,732
11,348
55,000
30.81
0.1275
0.0325
0.7090
1.1233
-
0.1275
0.1275
6.7335
0.1275
1.1233
0.1485
2,095
4,277
3,043
869
17,438
-
298,710
1,215,750
631,601
968,876
392,754
251,660

46

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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. strengthening (weakening) of 1% of the NTD or CNY against the USD, EUR, HKD, AUD and CNY as of March 31, 2020 and 2019 would have increased (decreased) the profit before tax by $ 8,010 thousand and $ 22,172 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 many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the three months ended March 31, 2020 and 2019, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $ (14,289) thousand and $ 21,645 thousand, respectively.

  • 3) Interest rate analysis

The details of the Group's exposure to interest rate of financial assets and liabilities, please refer to the note on liquidity risk management.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments at the reporting date. Regarding of liabilities with floating 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 management's assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 0.5%, the Group's profit before tax would have decreased or increased by $ 1,864 thousand and $ 3,792 thousand, which is mainly due to the Group's borrowings at variable rates and demand deposits for the three months ended March 31, 2020 and 2019, respectively, given that all other variable factors remaining constant.

  • 4) Other market price risk

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:

Prices of securities
at the reporting date
**For the three months ended March 31 ** **For the three months ended March 31 ** **For the three months ended March 31 **
2020
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
$
-
5,145
$
-
(5,145)
2019
Comprehensive
Income (Loss)
(net of tax)
$
-
$
-
Comprehensive
Income (Loss)
(net of tax)
-
-
Net Income
(Loss)
(net of tax)
Increase 5%
Decrease 5%
7,702
(7,702)

47

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (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 :

Financial assets at fair value through profit or loss

  • [Non-derivative financial assets mandatorily ] measured at fair value through profit or loss

  • [Financial liabilities at fair value through ] profit or loss

  • [Embedded derivative instruments–call and ] put options

  • Financial assets at fair value through profit or loss

  • [Non-derivative financial assets mandatorily ] measured at fair value through profit or loss

  • [Financial liabilities at fair value through ] profit or loss

  • [Embedded derivative instruments–call and ] put options

  • Financial assets at fair value through profit or loss

  • [Non-derivative financial assets mandatorily ] measured at fair value through profit or loss

  • [Financial liabilities at fair value through ] profit or loss

  • [Embedded derivative instruments–call and ] put options

March 31, 2020 March 31, 2020
Carrying
amount
Fair Value
Level 1 Level 2 Level 3 Total
$
113,276
113,276 - - 113,276
9,100

$
9,100

-
- 9,100
Carrying
amount
Fair Value
Level 1 Level 2 Level 3 Total
$
162,866
162,866 - - 162,866
2,622

$
2,622

-
- 2,622
March 31, 2019
Carrying
amount
Fair Value
Level 1 Level 2 Level 3 Total
$
166,451
166,451 - - 166,451
5,244

$
5,244

-
- 5,244

48

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 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 and financial liabilities measured at amortized cost.

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.

  • 3) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative financial instruments

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.

b) Derivative financial instruments

Measurement of the fair value of derivative instruments is based on the valuation techniques. Embedded derivative instruments are measured at model of adjusted Binary tree.

  • c) Financial guarantee contract

Discounted cash flow models that are applied to estimate the fair value of a financial guarantee. The assumption is to use a probability-weighted discounted cash flow analysis that incorporates the expected default rate of the borrower and expected recoveries in the event of default.

  • 4) Transferring from each level 1 and 2 in the fair value hierarchy: None

49

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 5) Reconciliation of Level 3 fair values
Opening balance, January 1, 2020
Total gains and losses recognized in profit or loss
Ending balance, March 31, 2020
Opening balance, January 1, 2019
Total gains and losses recognized in profit or loss
Issued
Ending balance, March 31, 2019
Financial liabilities
as held for sale
Embedded derivative
instruments
$ 2,622
6,478
$
9,100
$ -
(1,234)
6,478
$
5,244

The aforementioned total gains and losses were recognized in “other gains and losses”, Details of the liabilities the Group still held as follows:

Total gains and losses recognized:
In profit or loss (presented in “other gains and losses”)
For the three months
ended March 31
2020
2019
$
6,478
(1,234)
For the three months
ended March 31
2020
2019
$
6,478
(1,234)
For the three months
ended March 31
2020
2019
$
6,478
(1,234)
2019
(1,234)
  • 6) Quantified information for significant unobservable inputs (Level 3) used in fair value measurement

The Group’ s financial instruments that use Level 3 inputs to measure fair value include financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income-equity investments.

Quantified information of significant unobservable inputs was as follows:

Item Valuation
technique
Significant unobservable inputs
The relationship between
significant Non-observable
inputs and fair values
Embedded
derivative
instruments–call
and put options
Adjusted
Binary tree
Volatility
‧The higher the volatility, the
lower the fair value.
March 31,
2020
December 31,
2019
March 31,
2019
32.30%
24.29%
41.16%
  • 7) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Group's fair value measurement on financial instruments is reasonable. However, the measurement would be different if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, the impact on the net income or loss and other comprehensive income or loss will be as follows if the valuation parameters changed:

50

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Inputs
Variation
March 31, 2020
Financial liabilities at fair value through
profit or loss
Embedded derivative instruments-
call and put right
Volatility
5%
December 31, 2019
Financial liabilities at fair value through
profit or loss
Embedded derivative instruments-
call and put right
Volatility
5%
March 31, 2019
Financial liabilities at fair value through
profit or loss
Embedded derivative instruments-
call and put right
Volatility
5%
Inputs
Variation
Impacts of fair value change on
net income or loss
Favourable
Unfavourable
1,388
(2,159)
308
(308)
154
(154)

The favourable and unfavourable change effects represent the change 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.

  • (aa) Financial risk management

There were no significant differences of the Group's financial risk management and policies with those disclosed in Note 6(ab) of the consolidated financial statements for the year ended December 31, 2019.

(ab) Capital Management

Management believes that the objectives, policies and processes of capital management of the Group have been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2019. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2019. Please refer to Note 6(ad) of consolidated financial statements for the year ended December 31, 2019 for further details.

  • (ac) Investing and financing activities not affecting current cash flow

For the three months ended March 31, 2020 and 2019, the Group's investing and financing activities which did not affect the current cash flow were as follows:

  • 1) Acquisition of right-of-use assets from lease. Please refer to Note 6 (j).

  • 2) Adjustment of liabilities from financing activities were as follows:

51

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Short-term borrowings
Short-term notes and bills
payable
Bonds payable
Long-term borrowings
Leases liabilities
Guarantee deposits
Total liabilities from
financing activities
Short-term borrowings
Short-term notes and bills
payable
Bonds payable
Long-term borrowings
Leases liabilities
Guarantee deposits
Total liabilities from
financing activities
January 1,
2020
$ 3,544,958
49,954
2,335,795
4,750,089
9,188,153
720,549
$20,589,498
January 1,
2019
$ 3,540,288
49,947
1,995,336
7,262,108
10,270,230
953,419
$ 24,071,328
Cash flows Non-cash changes
Foreign
exchange
movement
(16,911)
-
-
990
(93,020)
(6,372)
(115,313)
changes
Foreign
exchange
movement
42,938
-
-
35,951
229,082
21,111
329,082
March 31,
2020
Other(Note)
-

-
23,549
-
(166,964)
-

(143,415)

Non-cash



237,324
31
-
(121,544)
(55,608)
(98,251)
(68,048)
Cash flows
3,765,371
49,985
2,359,344
4,629,535
8,872,257
615,926
20,292,418
March 31,
2019



Other(Note)

-
-

(257,200)

-

127,669
-
(129,531)




(9,233)
-
1,542,300
(1,204,775)
(320,985)
(23,541)
(16,234)
3,573,993
49,947
3,280,436
6,093,284
10,305,996
950,989
24,254,645

Note: The impact of the lease liability on the rental, new and discontinued leases please refer to Note 6(r); the amount of amortization of corporate bond issuance costs.

52

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(7) Related-party transactions:

  • (a) Parent company and ultimate controlling company

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 A substantial related party Technology Co., Ltd. Hainan Sanhe Licheng Business Service Co., Ltd. An associate

  • (c) Significant transactions with related parties

  • (i) Sales

The amounts of significant interest income of finance leases and lease receivables by the Group to related parties were as follows:

Associates Operating revenues Operating revenues March 31,
2020
196,782
Lease receivables Lease receivables
For the three months ended March 31
2020
2019
December 31,
2019
220,099
March 31,
2019
-
2019
$
4,559
-

The interest income of finance leases between the Group and the associates is based on the interest rate agreed by both parties and collected monthly. The interest rate is not significantly different from the one with non-related parties. The receivables with related parties are guaranteed by vehicles for finance lease, take Chengdu Sanhe Licheng Business Service Co., Ltd as joint guarantee and no impairment losses were required after the assessment.

  • (iii) Payables to related parties

Payables to related parties were as follows:

(iii) Account
Category of related party
March 31,
2020
December
31, 2019
Other payables
Other related parties
$ 4,805
-
Prepayments
March 31,
2020
December 31,
2019
Other related parties
$
48,183
48,692
Account
Category of related party
March 31,
2020
December
31, 2019
Other payables
Other related parties
$ 4,805
-
Prepayments
March 31,
2020
December 31,
2019
Other related parties
$
48,183
48,692
Account
Category of related party
March 31,
2020
December
31, 2019
Other payables
Other related parties
$ 4,805
-
Prepayments
March 31,
2020
December 31,
2019
Other related parties
$
48,183
48,692
Account
Category of related party
March 31,
2020
December
31, 2019
Other payables
Other related parties
$ 4,805
-
Prepayments
March 31,
2020
December 31,
2019
Other related parties
$
48,183
48,692
Account
Category of related party
March 31,
2020
December
31, 2019
Other payables
Other related parties
$ 4,805
-
Prepayments
March 31,
2020
December 31,
2019
Other related parties
$
48,183
48,692
March 31,
2019
-
March 31,
2019
-
$
48,183
48,692

Note: It is a short-term prepaid lease fee and a monthly fixed prepaid variable rent of the Group,

53

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

which is settled at the end of the year.

  • (iv) Lease

  • 1) Liabilities lease and Interest

==> picture [437 x 183] intentionally omitted <==

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

Lease liabilities Interest expense
March 31, December 31, March 31, For the three months ended
Relationship Purpose 2020 2019 2019 2020 2019
Other related parties Office building and $ 69,082 76,266 72,371 872 910
department store
Other related parties Energy-saving renovation 51,673 53,811 56,705 644 696
engineering equipment
2) Operating lease
Payments that are not included in
the measurement of the lease
liability Rent expense
For the three months ended For the three months ended
Relationship Account 2020 2019 2020 2019
[Other related parties] office building and $ 17,349 37,259 986 335
department store
----- End of picture text -----

As of March 31, 2020, December 31, 2019, and March 31, 2019, the rental security deposit of the Group to other related parties amounted to $ 11,699 thousand, $ 8,624 thousand and $ 9,151 thousand, respectively.

(v) Others

  • 1) The Group provided management consulting services and signed service contracts with other related parties. For the three months ended March 31, 2020 and 2019, the revenue from consulting services was zero and $ 5,388 thousand, respectively. On March 31, 2020, December 31, 2019, and March 31, 2019, the outstanding amounts were zero, $ 28,745 thousand (CNY 6,667 thousand) and $ 17,159 thousand (CNY 3,750 thousand) and which reported as other receivables.

  • 2) For the three months ended March 31, 2020 and 2019, the Group purchased energy-saving equipment amounting to $ 725 thousand (CNY 170 thousand) and $ 423 thousand (CNY 93 thousand), respectively, from other related parties and which reported as property, plant and equipment.

  • (vi) Guarantees

On March 31, 2020, December 31, 2019, and March 31, 2019, the amount of guarantee that the Group provided for associates, which signed the finance lease agreements with non-related parties, were $ 103,635 thousand (CNY 24,289 thousand), $ 64,385 thousand (CNY 14,932 thousand) and zero, respectively.

  • (d) Key management personnel compensation

  • (i) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits **For the three months ended March 31 ** **For the three months ended March 31 **
2020 2019
$
13,642
13,572

54

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) The Group granted key management personnel rights to subscribe treasury shares as prepaid salaries. As of March 31, 2020, December 31, 2019 and March 31, 2019, those prepaid salaries amounting to $ 44,989 thousand (CNY 10,544 thousand), $ 45,585 thousand (CNY 10,572 thousand) and $ 26,051 thousand (CNY 5,693 thousand), which were recognized under other current assets and other non-current assets accounts.

(8) Pledged assets:

  • (a) The carrying amount of pledged assets were as follows:
Pledged assets Object March 31,
2020
$ -
95,771
522,533
144,553
9,359,575
143,766
-
December
31, 2019
-
101,531
528,539
92,855
9,602,555
144,009
-
March 31,
2019
529,932
117,552
553,680
-
10,207,920
144,739
246,147
Current financial assets
at amortized cost
Inventories (for
construction business)
Other financial assets-
current and
non-current (Note 1)
Accounts receivable
Property, plant and
equipment (Note 2)
Investment Property
Non-current assets
classified as held for
sale
Securities payable
Bank loans
Bank loans, bank depository funds
and ordinary bonds payable
Bank loans
Bank loans and ordinary bonds
payable
Ordinary bonds payable
Bank loans
$ 10,266,198
10,469,489

11,799,970
  • 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.

  • (b) The Group pledged the guaranteed vehicles which acquired from finance lease business for loans. As of March 31, 2020, December 31, 2019, and March 31, 2019, the value of the vehicles was $357,960 thousand, $322,379 thousand and zero, respectively.

55

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

Contracted price
Construction contract of land and
building
Purchase contract of vehicle for rent
Sales contract of land
Purchase vessel equipment
Received or paid price
Construction contract of land and
building
Purchase contract of vehicle for rent
Sales contract of land
Purchase vessel equipment
March 31,
2020
$
665,331
23,730
386,011
1,940,766
108,309
16,640
57,289
388,153
December 31,
2019
665,331
23,981
11,020
1,931,136
108,309
16,816
150
386,227
March 31,
2019
665,331
68,230
513,730
1,004,406
108,309
11,439
5,404
-
  • (ii) The total amount of the Group's contracts to purchase commercial real estate as department store business office was CNY 148,487 thousand. As of March 31, 2020, the unpaid amount was $ 74,021 thousand (CNY 16,177 thousand). The aforesaid real estate was completed acceptance in the 4th quarter of 2019 and reclassified as property, plant and equipment.

  • (iii) The Group signed a finance lease business cooperation agreement with Shanghai Financial Leasing Co., Ltd., then found and reviewed customers according to the contracted risk control standards. Shanghai Financial Leasing Co., Ltd. signed a finance lease contract with the customer, and the Group received some contract considerations from Shanghai Financial Leasing Co., Ltd. on schedule. In addition, the Group promised to buy unconditionally the default claims from Shanghai Financial Leasing Co., Ltd. if the customers violate the agreement, it will buy the default claims from Shanghai Financial Leasing Co., Ltd. Since there was no past due occurred, the Group did not accrue expected credit losses after evaluation.

Contracted value
Remaining amount building
March 31,
2020
December 31,
2019
48,321
46,866
March 31,
2019
-
-
$
59,443
$
54,155

56

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

Item
Joint construction with allocation of buildings
Joint investing and developing on construction site
Construction name
Me island phaseIIIB1
Nan Jing Jian Kang

(10) Losses due to major disasters: None

(11) Subsequent events: None

(12) Other:

  • (a) The employee benefit expenses, depreciation and amortization, categorized by function, were as follows:
follows:
For the three months ended March 31
By function
By item

2020
2019
Operating
Cost
Operating
expense
Total Operating
Cost
Operating
expense
Total
Employee benefits
Salary 46,130
140,273

186,403

42,993

160,630

203,623
Health and labor insurance
307

1,152

1,459

-
1,508
1,508
Pension 323
6,334

6,657

-
17,263
17,263
Others 4,110
23,761

27,871

3,960

32,358

36,318
Depreciation 87,973
397,183

485,156

84,288

426,539

510,827
Depletion - - - - - -
Amortization 7,459
2,630

10,089

5,739

3,722

9,461

(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. Due to the impact of the spread of COVID-19 virus in the first quarter of 2020, the Group were temporarily closed from the end of January in 2020, and resumed business in mid-February, that leading to a decline in business conditions in the first quarter of 2020, the Group been working hard to resume normal operations since March.

57

FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(13) Segment information:

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

For the three months ended
March 31, 2020
Revenue:
Revenue from external customers
Intersegment revenues
Total revenue
Reportable segment profit or loss
For the three months ended
March 31, 2019
Revenue:
Revenue from external customers
Intersegment revenues
Total revenue
Reportable segment profit or loss
Freight
department
$ 243,759
-
$ 243,759
$ 25,390

$ 256,471
-
$ 256,471
$ 23,009
Invest
department
15,203
16,640
31,843

(145,768)

7,728
16,564
24,292

(5,743)
Retail
department
885,613
-
885,613
(102,073)
1,779,679
-
1,779,679
303,695
Lease
department

59,395
-

59,395

(37,131)

80,678
343

81,021

9,559
Other
segment
10,836
-
Reconciliation
and elimination

-

(16,640)
(16,640)
-
-
(16,907)
(16,907)

-
Total
1,214,806
-
10,836 1,214,806
(1,385)
(260,967)
16,866
-
2,141,422
-
2,141,422
327,368
16,866
(3,152)