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PCSC — AGM Information 2020
Jul 6, 2020
52232_rns_2020-07-06_c8198c55-4955-45b0-ae1c-860c01330d4f.pdf
AGM Information
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PRESIDENT CHAIN STORE CORPORATION 2020 Annual General Shareholders’ Meeting Minutes
(Translation)
Time:10:00 a.m. on June 17, 2020 (Wednesday)
Place:No.301, Zhongzheng Rd., Yongkang Dist., Tainan City 710, Taiwan (R.O.C.)
(1F, Training Center of Uni-President Enterprises Corp.)
Total outstanding PCSC shares:1,039,622,255 shares
Total shares represented by shareholders present in person or by proxy:988,495,391 shares
Percentage of shares held by shareholders present in person or by proxy:95.08%
Chairman:Lo, Chih-Hsien Recorder:Hsieh Hung, Hui-Tzu
Directors present:Lo, Chih-Hsien; Huang, Jui-Tien; Hwang, Jau-Kai;
Wu, Kun-Lin; Wu, Tsung-Ping; Wu, Wen-Chi;Shu, Pei-Gi
(Independent Director);Wang, Wen-Yeu (Independent Director); Hung, Yung-Chen (Independent Director)
Sit-in Members:
PRICEWATERHOUSECOOPERS, Taiwan, Liang, Yi-Chang (External auditor) PRICEWATERHOUSECOOPERS Legal, Taiwan, Yang, Chin-Hsing (Attorney)
Parliamentary Procedure:
-
I. Call the Meeting to Order (Report equity represented by attendance)
-
II. Chairman Remarks
-
1 -
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III. Report Items
1. Business Report for 2019.
Explanation:
The business report for 2019 is attached as Appendix I.
2. Audit Committee’s Review Report for 2019.
Explanation:
The Audit Committee Review’s Report for 2019 is attached as Appendix II.
3. Status of Investment in Mainland China in 2019.
Explanation:
The status of the Company’s investment in Mainland China in 2019 is attached
as Appendix III.
4. Compensation for Employees and Directors in 2019.
Explanation:
President Chain Store Corp. recognized NT$567,096,064 as compensation for employees, and NT$189,464,589 as compensation for directors in 2019, by paying cash.
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IV. Ratification Items
(Proposed by the Board)
1. Ratification of 2019 Business Report and Financial Statements.
Explanation:
-
(1) PCSC’s 2019 Financial Statements were audited by
-
PRICEWATERHOUSECOOPERS Taiwan.
-
(2) 2019 Business Report, Financial Statements, and Profit Distribution Proposal have been approved by the Board and examined by the Audit Committee.
-
(3) The Business Report and Financial Statements for 2019 are attached as Appendix I and Appendix IV.
-
(4) RESOLVED, that 2019 Business Report and Financial Statements be and hereby were accepted as submitted.
Voting Result:
Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 926,362,897.
==> picture [522 x 250] intentionally omitted <==
----- Start of picture text -----
% of the total represented
Voting results
share present
Votes in favor : 926,362,897
(including 894,109,332 exercised 93.71%
via electronic voting)
Votes against : 22,409 (including
22,409 exercised via electronic 0.00%
voting)
Votes abstained : 62,110,085
(including 62,007,801 exercised 6.29%
via electronic voting)
Votes invalid : 0 0.00%
----- End of picture text -----
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V. Discussion Items
(Proposed by the Board)
1. Adoption of the Proposal for Distribution of 2019 Profits.
Explanation:
-
(1) The 2019 Profit Allocation Proposal is attached as Appendix V.
-
(2) The Company’s distributable earnings for 2019 are NT$11,410,545,254. The cash dividend to be distributed is NT$9.0 per share. It is proposed that the Board of PCSC is authorized to resolve the ex-dividend date and distribution record date.
-
(3) The total cash dividends allocated to each shareholder were rounded off to one NT$. The fractional stocks less than NT$1 in the allocation were transferred to other income of the Company.
-
(4) RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Result:
Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 923,751,710.
| favor are 923,751,710. | |
|---|---|
| Voting results | % of the total represented share present |
Votes in favor:923,751,710(including891,498,145exercised via electronic voting) |
93.45% |
Votes against:23,241(including23,241exercised via electronic voting) |
0.00% |
Votes abstained:64,720,440(including64,618,156exercised via electronic voting) |
6.55% |
Votes invalid:0 |
0.00% |
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(Proposed by the Board)
2. Amendment to the Rules of Procedures for Shareholders’ Meeting of the
Company.
Explanation:
-
(1) To conform the amendments of rules, the Rules of Procedures for Shareholders’ Meeting are proposed to be amended.
-
(2) The proposed amendments to the Rules of Procedures for Shareholders’ Meeting is attached as Appendix VI.
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(3) RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Result:
Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 920,937,221.
| favor are 920,937,221. | |
|---|---|
| Voting results | % of the total represented share present |
Votes in favor:920,937,221(including888,683,656exercised via electronic voting) |
93.16% |
Votes against:2,832,314(including2,832,314exercised via electronic voting) |
0.28% |
Votes abstained:64,725,856(including64,623,572exercised via electronic voting) |
6.56% |
Votes invalid:0 |
0.00% |
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(Proposed by the Board)
3. Adoption of the Proposal for Releasing Directors from Non-competition.
Explanation:
-
(1) In accordance with Article 209 of the Company Act, the directors of the Company have simultaneously undertaken directors or managerial positions in other companies that engage in similar business activities as the Company do. Their involvements are not considered to constitute any conflicts to the Company. For this reason, the Company agrees to remove restrictive clauses on directors’ and independent directors’ involvements in other companies to conform to regulations.
-
(2) Details of the duties subject to directors and independent directors from non-competition are attached as Appendix VII.
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(3) RESOLVED, that the above proposal be and hereby was approved as proposed.
Voting Result:
Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 877,516,317.
| favor are 877,516,317. | |
|---|---|
| Voting results | % of the total represented share present |
Votes in favor:877,516,317(including845,262,752exercised via electronic voting) |
88.77% |
Votes against:2,848,814(including2,848,814exercised via electronic voting) |
0.28% |
Votes abstained:108,130,260(including108,027,976exercised via electronic voting) |
10.95% |
Votes invalid:0 |
0.00% |
VI. Other Special Motions:None.
VII. Dissolution
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Appendix I
2019 Business Report
Dear Shareholders,
In 2019, the global economy was turbulent, the minimum wage continued to increase, and businesses faced significant challenges. Despite an unstable external operating environment, President Chain Store Corporation (PCSC) continued to serve as a creative, convenient, safe, welcoming community center, offering consumers innovative and convenient products and services. PCSC worked with its subsidiaries to achieve consolidated revenue of NT$256.06 billion and net profits of NT$12.11 billion in 2019. PCSC was selected as Don Jones Sustainability World Index and Don Jones Sustainability Emerging Markets Index this year, and was the only Taiwan enterprise invited and selected among global food & staples retailing industry, underscoring the fact that PCSC meets the standards of world-class remarkable corporations around the globe.
7-ELEVEN Taiwan aims to provide customers with an even more comfortable and friendly place to shop. PCSC launched more featured lifestyle stores to satisfy different business areas and needs. For the first time, PCSC worked with international brands to set up co-brand stores to create unique enjoyable settings for shoppers. Also, PCSC introduced a new consumer model and unveiled the first convenience store in Taiwan combining its X-STORE with Big7 lifestyle store, employing state-of-the-art technology to provide customers with a diversified shopping experience. To ensure food safety, PCSC set up an internal monitoring mechanism and a product quality testing lab. Together, these initiatives enable PCSC to create a rigorous food safety net to protect customers. PCSC has worked together in strategic partnerships with well-known restaurants and chefs to launch a diverse selection of delicious food products. PCSC has continued to improve the quality and flavor of CITY CAFÉ, continuing to drive future growth. In addition, PCSC has continued to develop high quality and differentiated products to satisfy customer needs. In 2019, PCSC for the first time introduced “My Ship” to provide C2C vendors a sound, secure transaction platform. We handled pickup and delivery of more than 200 million packages. PCSC has continued to offer a variety of payment options, by which OPENPOINT can be collected through diversified channels, to build a convenient and comprehensive digital platform for customers.
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In addition to 7-ELEVEN Taiwan, PCSC has also expanded into domestic and overseas retail businesses. As of the end of 2019, PCSC operated a total of 9,900 stores, including 2,850 7-ELEVEN stores in the Philippines. Uni-Wonder Corp. (Starbucks Taiwan) has continued to infuse new life into the coffee market. President Transnet Corp. has continued to enhance its logistics capabilities. President Drugstore Business Corp. (COSMED) has provided quality products and services to meet customers’ rapidly changing needs. Books.com Co., Ltd. has enhanced e-book services to provide a diversified, quality book-purchasing experience.
For many years, PCSC has worked tirelessly to achieve sustainable operations and fulfill our responsibilities in the areas of corporate governance, social engagement, and environmental protection. In the area of corporate governance, PCSC continued to be ranked among the top 5% of all TWSE-/TPEx-listed companies in the annual Corporate Governance Evaluation. PCSC was also selected as a constituent stock of the MSCI Global Sustainability Indices, FTSE4Good Emerging Index, and Taiwan Sustainability Index. In the area of social participation, PCSC held almost 17,000 Good Neighbor Funfest events this year, using OPENPOINT for converting the points earned for donating books. PCSC has developed a senior-friendly network, Good Neighbor meal delivery, and a program in which older Alzheimer’s victims serve as store employees. In the area of environmental protection, PCSC took the initiative to expand its plastic reduction policies, gradually introducing strawless sip lids and environmentally-friendly straws into 7-ELEVEN stores and its subsidiaries around Taiwan. PCSC received Taiwan Corporate Sustainability CSR Report Award from TCSA, the only recipient in the convenience store industry.
Global economic uncertainty will continue in 2020. Nevertheless, PCSC will maintain integrity and honesty in our business operations, while continuing to advance the company’s seven key building elements: people, stores, products, systems, logistics, policies, and culture. PCSC has evolved from a “convenience store that provides basic necessities” to “a service platform that consumers depend on and that surpasses their expectations” and which offers customers an environment characterized by experience, entertainment, and education.
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By focusing on operations and consolidating cooperate resources, PCSC’s subsidiaries will also continue to achieve outstanding performance. The total number of 7-ELEVEN stores in the Philippines is expected to exceed 3,000. We will continue to expand our product mix and promote lifestyle stores to meet customer needs. Uni-Wonder Corp. (Starbucks Taiwan) will continue to create innovative products characterized by differentiation, enhance the customer experience, and optimize VIP membership program. President Transnet Corp. will continue to enhance its logistics delivery and warehouses services. President Drugstore Business Corp. (COSMED) will focus on introducing a variety of products as well as professional quality services. By enhancing products and services, 7-ELEVEN Shanghai and 7-ELEVEN Zhejiang will continue to provide customers with a convenient shopping experience.
PCSC is “determined to become the most outstanding retailer by offering convenient services and being a good corporate citizen”. To achieve this vision, PCSC focuses on three core goals, creating a happy company, positively impacting society, and achieving environmental sustainability. We strive to make life more convenient for our customers, ensure steady profitability for our franchisees, create a fair and friendly working environment for our employees, and increase shareholder value for our shareholders.
Lo, Chih-Hsien Huang, Jui-Tien Kuo, Ying-Chih Chairman President Chief Accounting Officer
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Appendix II
President Chain Store Corporation Audit Committee’s Review Report (Translation)
The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements, and Proposal for Allocation of 2019 profits. The independent auditors, Liang, Yi-Chang and Chou, Chien-Hung, of PRICEWATERHOUSECOOPERS, audited PCSC’s Financial Statements and issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and Profit Allocation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of President Chain Store Corporation. According to Article 219 of the Company Act, we hererby submit this report.
2020 Annual General Shareholders’ Meeting of President Chain Store Corp.
President Chain Store Corp.
Chairman of the Audit Committee Shu, Pei-Gi
Date: May 5th, 2020
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Appendix III
President Chain Store Corporation Status of Investment in Mainland China in 2019
| Unit: USD Accumulated Investment Indirect Shareholdings 77,337,258 100% 20,784,902 100% 5,170,585 - 9,417,282 100% 4,078,354 55% 17,826,340 - 32,739,030 100% 2,000,000 100% 9,176,150 100% 4,680,041 100% 183,209,942 |
Unit: USD Accumulated Investment Indirect Shareholdings 77,337,258 100% 20,784,902 100% 5,170,585 - 9,417,282 100% 4,078,354 55% 17,826,340 - 32,739,030 100% 2,000,000 100% 9,176,150 100% 4,680,041 100% 183,209,942 |
||
|---|---|---|---|
| Name of Investee in Mainland China | Investment in 2019 |
Accumulated Investment |
Indirect Shareholdings |
| President Chain Store(Shanghai)Ltd. | - | 77,337,258 |
100% |
| President Chain Store(Zhejiang)Ltd. | - | 20,784,902 |
100% |
| Shanghai President Chain Store Corporation Trade Co.,Ltd. |
- | 5,170,585 |
- |
| President Cosmed Chain Store (Shen Zhen) Co.,Ltd. |
- | 9,417,282 |
100% |
| Shan Dong President Yinzuo Commercial Limited |
- | 4,078,354 |
55% |
| PCSC(Chengdu)Hypermarket Limited | - | 17,826,340 |
- |
| Shanghai Cold Stone Ice Cream Corporation |
- | 32,739,030 |
100% |
| Shanghai President Logistic Co.,Ltd. | - | 2,000,000 |
100% |
| President Chain Store(Taizhou)Ltd. | - | 9,176,150 |
100% |
| Beauty Wonder (Zhejiang) Trading Co.,Ltd. |
- | 4,680,041 |
100% |
| Total | - | 183,209,942 |
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Appendix IV
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
To President Chain Store Corp.
Opinion
We have audited the accompanying consolidated balance sheets of President Chain Store Corp. and its subsidiaries (the “Group”) as of December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other independent accountants (which are described in the Other matters section of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of President Chain Store Corp. and its subsidiaries as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with this Code. Based on our audits and the reports of other independent accountants, we believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:
Completeness and accuracy of retail sales revenue
Description
Please refer to Notes 4(25) and 6(24) to the consolidated financial statements for the accounting policy and the details of accounting relating to this key audit matter.
Retail sales revenue is generated by point-of-sale (POS) terminals, which record the merchandise name,
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quantity, sales price and total sales amount of each transaction using pre-established merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.). After the daily closing process, each store manager uploads their sales information to the ERP (enterprise resource planning) system, which summarizes all sales and automatically generates sales revenue journal entries. Each store manager also prepares a daily cash report to record the sales information and payment methods (including cash, gift certificates, credit cards and electronic payment devices, etc.) and the cash deposited to the bank.
As retail sales revenue comprises numerous small amount transactions and highly relies on the POS and ERP systems, the process of summarizing and recording sales revenue by these systems is important with regard to the completeness and accuracy of the retail sales revenue, and thus has been identified as a key audit matter.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
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Inspected whether additions and changes to the merchandise master file data had been properly approved and supported by relevant documents;
-
Inspected whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file;
-
Inspected whether merchandise master file data had been periodically transferred to POS terminals in stores;
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Inspected whether sales information in POS terminals was periodically and completely transferred to the ERP system and automatically generated sales revenue journal entries;
-
Inspected manual sales revenue journal entries and relevant documents;
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Inspected daily cash reports and relevant documents; and
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Inspected whether cash deposit amounts recorded in daily cash reports were in agreement with bank remittance amounts.
Cost-to-retail ratio of retail inventory method
Description
Please refer to Notes 4(12) and 6(4) to the consolidated financial statements for the accounting policy and the details of accounting relating to this key audit matter.
As there are various kinds of merchandise, the retail inventory method is used to estimate the cost of inventory and the cost of goods sold. The retail inventory method uses the ratio of the cost of goods purchased to the retail value of goods purchased (known as cost-to-retail ratio) to calculate the cost of inventory and the cost of goods sold. The calculation of the cost-to-retail ratio highly relies on the goods purchased both at cost and retail price, and thus has been identified as a key audit matter.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
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Interviewed management to understand the calculation of the cost-to-retail ratio under the retail inventory method, and inspected whether it had been consistently applied in the comparative periods of the financial statements;
-
Inspected whether additions and changes to the merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.) had been properly
-
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approved and the data correctly entered in the merchandise master file;
-
Inspected whether the cost and retail price of inventory purchased as per delivery receipts were in agreement with POS purchase records after acceptance of the inventory;
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Inspected whether the POS records for the cost and retail price of inventory purchased were periodically and completely transferred to the ERP system and ascertain whether the records could not be changed manually; and
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Calculated the cost-to-retail ratio to verify its accuracy.
Other matter – Using the work of other auditors
We did not audit the financial statements of certain consolidated subsidiaries, which reflect total assets of NT$17,667,481 thousand and NT$10,081,554 thousand, representing 9.1% and 7.9% of total consolidated assets as of December 31, 2019 and 2018, respectively, and total operating revenue of NT$32,407,436 thousand and NT$25,801,037 thousand, representing 12.7% and 10.5% of total consolidated operating revenue for the years then ended, respectively. Those financial statements were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on investees disclosed in Note 13 were based solely on the reports of other independent accountants.
Other matters – Parent company-only financial reports
We have audited and expressed an unmodified opinion with an explanatory paragraph on the parent company only financial statements of President Chain Store Corp. as of and for the years ended December 31, 2019 and 2018.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal controls as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the financial reporting process of the Group.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
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report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
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were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are, therefore, considered to be the key audit matters. We describe these matters in our auditor’s report unless the law or regulations preclude public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Yi-Chang, Liang Chien-Hung, Chou
For and on behalf of PricewaterhouseCoopers, Taiwan 27 February, 2020
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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PRESIDENT CHAIN STORE CORP. AND SUBSIDIARIES
C ONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December31,2019 | December31,2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | Notes | AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 45,445,395 | 23 | $ | 48,530,648 | 38 |
| 1110 | Financial assets at fair value | 6(2) | ||||||
| through profit or loss - current | 1,696,300 | 1 | 844,225 | 1 | ||||
| 1170 | Accounts receivable, net | 6(3) and 7 | 5,808,480 | 3 | 5,264,573 | 4 | ||
| 1200 | Other receivables | 1,460,354 | 1 | 1,535,507 | 1 | |||
| 1220 | Current income tax assets | 6(30) | 95 | - | 1,139 | - | ||
| 130X | Inventories, net | 6(4) | 15,659,112 | 8 | 15,121,657 | 12 | ||
| 1410 | Prepayments | 1,195,719 | 1 | 1,340,225 | 1 | |||
| 1470 | Other current assets | 2,968,350 | 1 | 3,004,894 | 2 | |||
| 11XX | Total current assets | 74,233,805 | 38 | 75,642,868 | 59 | |||
| Non-current assets | ||||||||
| 1510 | Financial assets at fair value through | 6(2) | ||||||
| profit or loss - non-current | 85,565 | - | 85,683 | - | ||||
| 1517 | Financial assets at fair value through | 6(5) | ||||||
| other comprehensive income | ||||||||
| - non-current | 807,115 | - | 845,345 | 1 | ||||
| 1550 | Investments accounted for using | 6(6) | ||||||
| equity method | 9,255,939 | 5 | 9,000,580 | 7 | ||||
| 1600 | Property, plant and equipment, net | 6(7)(28) and 8 | 26,018,322 | 13 | 25,292,763 | 20 | ||
| 1755 | Right of use assets | 6(8) and 7 | 67,489,612 | 35 | - | - | ||
| 1760 | Investment property, net | 6(10)(32) | 1,506,798 | 1 | 1,502,159 | 1 | ||
| 1780 | Intangible assets | 6(11) | 10,171,442 | 5 | 10,393,880 | 8 | ||
| 1840 | Deferred income tax assets | 6(30) | 1,860,217 | 1 | 1,727,043 | 1 | ||
| 1900 | Other non-current assets | 6(12) and 8 | 3,699,819 | 2 | 3,204,759 | 3 | ||
| 15XX | Total non-current assets | 120,894,829 | 62 | 52,052,212 | 41 | |||
| 1XXX | Total assets | $ | 195,128,634 | 100 | $ | 127,695,080 | 100 |
(Continued)
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P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES
C ONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31,2019 Notes AMOUNT % 6(14) and 8 $ 6,014,658 3 6(24) 3,443,383 2 7 1,214,702 1 20,897,055 11 7 2,690,640 1 6(15) 26,596,505 14 6(30) 1,410,428 1 7 11,932,751 6 6(16) 3,149,591 1 77,349,713 40 6(24) 448,248 - 6(17) and 8 508,112 - 6(30) 5,580,529 3 7 56,894,287 29 6(18) 4,751,607 3 6(19) 4,368,820 2 72,551,603 37 149,901,316 77 6(20) 10,396,223 5 6(21) 46,884 - 6(22) 13,314,081 7 - - 12,845,880 7 6(23) ( 380,187 ) - 36,222,881 19 9,004,437 4 45,227,318 23 $ 195,128,634 100 |
December 31,2018 |
|---|---|---|
| AMOUNT % $ 7,237,785 6 2,843,189 2 1,866,610 2 20,673,579 16 2,475,104 2 27,954,181 22 1,801,229 1 - - 3,260,538 3 68,112,215 54 234,421 - 847,040 1 5,386,839 4 - - 4,732,549 4 4,356,989 3 15,557,838 12 83,670,053 66 10,396,223 8 45,059 - 12,293,442 10 398,859 - 12,064,862 9 53,605 - 35,252,050 27 8,772,977 7 44,025,027 34 $ 127,695,080 100 |
||
| Current Liabilities 2100 Short-term borrowings 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2280 Lease Liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2527 Contract liabilities - non-current 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease Liabilities – non-current 2640 Net defined benefit liability - non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent Share capital 3110 Share capital - common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements. Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih
- 18 -
P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8000 Profit for the year from continuing operations 8200 Profit for the year |
For theyears ended December 31 2019 2018 Notes AMOUNT % AMOUNT % 6(24) and 7 $ 256,058,888 100 $ 244,887,853 100 6(4)(25) and 7 ( 168,210,468) ( 66) ( 160,811,161 ) ( 66) 87,848,420 34 84,076,692 34 6(25)(26) ( 65,434,377) ( 25) ( 62,536,030 ) ( 25) ( 9,355,509) ( 4) ( 8,688,758 ) ( 4) ( 8,640) - ( 17,080 ) - ( 74,798,526) ( 29) ( 71,241,868 ) ( 29) 13,049,894 5 12,834,824 5 6(27) 2,878,332 1 2,425,273 1 6(28) ( 29,037) - ( 137,186 ) - 6(29) ( 1,216,000) - ( 144,662 ) - 6(6) 480,998 - 424,098 - 2,114,293 1 2,567,523 1 15,164,187 6 15,402,347 6 6(30) ( 3,052,078) ( 1) ( 3,658,069 ) ( 1) 12,112,109 5 11,744,278 5 $ 12,112,109 5 $ 11,744,278 5 |
|---|---|
(Continued)
- 19 -
P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items Other comprehensive income (loss) 8311 Loss on remeasurement of defined benefit plan 8316 Unrealized gain on valuation of equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to the components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8367 Unrealized loss on valuation of bond instruments at fair value through other comprehensive income 8370 Share of other comprehensive (loss) Income of associates and joint ventures accounted for using equity method, components of other comprehensive loss that will be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interests 9750 Basic earnings per share (in dollars) 9850 Diluted earnings per share (in dollars) |
For the years ended December 31 2019 2018 Notes AMOUNT % AMOUNT 6(18) ( $ 10,060) - ( $ 156,420 ) 6(5) 162,501 - ( 143,849 ) 6(23) ( 1,965) - ( 5,526 ) 6(30) 867 - 79,842 151,343 - ( 225,953 ) ( 505,816) - 526,768 6(5) ( 783) - ( 1,537 ) 6(23) ( 4,436) - 3,233 ( 511,035) - 528,464 ($ 359,692) - $ 302,511 $ 11,752,417 5 $ 12,046,789 $ 10,542,860 4 $ 10,206,388 1,569,249 1 1,537,890 $ 12,112,109 5 $ 11,744,278 $ 10,116,764 4 $ 10,631,150 1,635,653 1 1,415,639 $ 11,752,417 5 $ 12,046,789 6(31) $ 10.14 $ 6(31) $ 10.12 $ |
For the years ended December 31 | For the years ended December 31 | For the years ended December 31 | |
|---|---|---|---|---|---|
| 2019 | 2018 % AMOUNT - ( $ 156,420 ) - ( 143,849 ) - ( 5,526 ) - 79,842 - ( 225,953 ) - 526,768 - ( 1,537 ) - 3,233 - 528,464 - $ 302,511 5 $ 12,046,789 4 $ 10,206,388 1 1,537,890 5 $ 11,744,278 4 $ 10,631,150 1 1,415,639 5 $ 12,046,789 10.14 $ 10.12 $ |
2018 | |||
| % | |||||
- - - - |
|||||
| - | |||||
| - - - |
|||||
| - | |||||
| - | |||||
| 5 | |||||
| 4 1 |
|||||
| 5 | |||||
| 4 1 |
|||||
| 5 | |||||
| 9.82 | |||||
| $ | $ | 9.79 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih
- 20 -
| Non-controlling | Total Interest Total equity |
$ 50,614,262 $ 8,892,148 $ 59,506,410 |
( 3,990) ( 5,203) ( 9,193 ) |
50,610,272 8,886,945 59,497,217 |
10,206,388 1,537,890 11,744,278 |
424,762 ( 122,251) 302,511 |
10,631,150 1,415,639 12,046,789 |
- - - |
- - - |
( 25,990,556) - ( 25,990,556 ) |
- ( 1,529,607) ( 1,529,607 ) |
536 - 536 |
648 - 648 |
$ 35,252,050 $ 8,772,977 $ 44,025,027 |
$ 35,252,050 $ 8,772,977 $ 44,025,027 |
10,542,860 1,569,249 12,112,109 |
( 426,096) 66,404 ( 359,692 ) |
10,116,764 1,635,653 11,752,417 |
- - - |
- - - |
( 9,148,676) - ( 9,148,676 ) |
- ( 1,404,193) ( 1,404,193 ) |
1,235 - 1,235 |
590 - 590 |
918 - 918 |
$ 36,222,881 $ 9,004,437 $ 45,227,318 |
Accounting Manager: Kuo, Ying-Chih | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity directly | related to | non-current assets | held | for sale | $ 507,449 | ( 507,449) |
- | - | - | - | - | - | - | - | - | - | $ - | $ - | - | - | - | - | - | - | - | - | - | - | $ - | |||||||||||||||||||||||||
PRESIDENT CHAIN STORE CORP. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | (Expressed in thousands of New Taiwan dollars) | Equity attributable to ownersofthe parent | Retained earnings Other equity interest |
Financial Unrealized gain or loss on valuation of |
statements financial assets at |
translation fair value through |
differences of other |
Legal reserve Special reserve Unappropriated retained earnings foreign operations comprehensive Income |
$ 9,191,733 $ - $ 31,381,290 ($ 906,308) $ - |
- - 25,463 - 477,996 |
9,191,733 - 31,406,753 ( 906,308) 477,996 |
- - 10,206,388 - - |
- - ( 57,155 ) 626,479 ( 144,562) |
- - 10,149,233 626,479 ( 144,562) |
3,101,709 - ( 3,101,709 ) - - |
- 398,859 ( 398,859 ) - - |
- - ( 25,990,556 ) - - |
- - - - - |
- - - - - |
- - - - - |
$ 12,293,442 $ 398,859 $ 12,064,862 ($ 279,829) $ 333,434 |
$ 12,293,442 $ 398,859 $ 12,064,862 ($ 279,829) $ 333,434 |
- - 10,542,860 - - |
- - 7,696 ( 590,079) 156,287 |
- - 10,550,556 ( 590,079) 156,287 |
1,020,639 - ( 1,020,639 ) - - |
- ( 398,859) 398,859 - - |
- - ( 9,148,676 ) - - |
- - - - - |
- - - - - |
- - - - - |
- - 918 - - |
$ 13,314,081 $ - $ 12,845,880 ($ 869,908) $ 489,721 |
The accompanying notes are an integral part of these consolidated financial statements. | President: Huang, Jui-Tien | - 21 | |||||||||||||||||
| Capital surplus | $ 43,875 | - | 43,875 | - | - | - | - | - | - | - | 536 | 648 | $ 45,059 | $ 45,059 | - | - | - | - | - | - | - | 1,235 | 590 | - | $ 46,884 | |||||||||||||||||||||||||||||
| Share capital - common stock |
$ 10,396,223 | - | 10,396,223 | - | - | - | - | - | - | - | - | - | $ 10,396,223 | $ 10,396,223 | - | - | - | - | - | - | - | - | - | - | $ 10,396,223 | |||||||||||||||||||||||||||||
| Notes | For the year ended December 31, 2018 | Balance at January 1, 2018 | Adjustments under new standards 6(23) |
Adjustment beginning balance | Profit for the year | Other comprehensive income (loss) for the year 6(23) |
Total comprehensive income (loss) for the year |
Distribution of 2017 earnings 6(22) |
Legal reserve | Special reserve | Cash dividends | Non-controlling interest | Overdue unclaimed cash dividend transferred to capital surplus |
Adjustment of capital surplus due to change in interests in associates |
Balance at December 31, 2018 | For the year ended December 31, 2019 | Balance at January 1, 2019 | Profit for the year | Other comprehensive income (loss) for the year 6(23) |
Total comprehensive income (loss) for the year |
Distribution of 2018 earnings: 6(22) |
Legal reserve | Special reserve | Cash dividends | Non-controlling interest | Overdue unclaimed cash dividend transferred to capital surplus |
Adjustment of capital surplus due to | associates’ adjustment of capital surplus | Disposal of financial instruments | designated at fair value through other | comprehensive income of associates | Balance at December 31, 2019 | Chairman: Lo, Chih-Hsien |
P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES
C ONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Consolidated profit before income tax for the year Adjustments to reconcile profit before income tax to net cash provided by operating activities Income and expenses having no effect on cash flows Gain on valuation of financial assets at fair value through profit or loss Expected credit losses Depreciation on property, plant and equipment Amortization Depreciation on investment property Finance costs Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of investments accounted for using the equity method Loss on disposal of property, plant and equipment, net Gain from lease modification Interest income Dividend income Impairment loss on intangible assets Impairment loss on property, plant and equipment Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Financial assets at fair value through profit or loss Accounts receivable Other receivables Inventories Prepayments Other current assets Net changes in liabilities relating to operating activities Contract liabilities - current Accounts payable Notes payable Other payables Advance receipts Contract liabilities - non-current Net defined benefit liabilities - non-current Cash generated from operations Interest received Income tax paid Interest paid Dividends received Net cash provided by operating activities |
For theyears ended December 31 Notes 2019 2018 $ 15,164,187 $ 15,402,347 6(2) ( 10,108 ) ( 12,411 ) 12(2) 8,640 17,080 6(7)(8) 18,177,202 5,993,847 574,709 584,009 6(10) 17,031 16,956 6(29) 1,216,000 144,662 6(6) ( 480,998 ) ( 424,098 ) 7 - ( 59 ) 6(28) 11,428 33,275 6(28) ( 58,910 ) - 6(27) ( 793,898 ) ( 699,385 ) 6(27) ( 49,542 ) ( 65,124 ) 6(11) - 819 6(7) ( 13,618 ) 9,969 ( 841,967 ) 728,211 ( 552,547 ) ( 326,504 ) 63,609 122,931 ( 537,455 ) ( 1,734,535 ) ( 125,934 ) 76,950 36,544 24,955 600,194 ( 1,092,169 ) 439,012 1,977,720 ( 651,908 ) ( 199,901 ) ( 60,331 ) 18,646 3,025 1,678,593 213,827 ( 111,590 ) 8,998 157,749 32,357,190 22,322,943 805,390 697,286 ( 3,380,452 ) ( 6,194,372 ) ( 1,216,183 ) ( 144,711 ) 270,286 1,236,783 28,836,231$ 17,917,929 |
|---|---|
(Continued)
- 22 -
P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES
C ONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of investments accounted for using the equity method Acquisition of subsidiary Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Return of capital from financial assets at fair value through profit or loss Return of capital from financial assets at fair value through other comprehensive income Guarantee deposits paid Acquisition of intangible assets Other non-current assets Net cash (used in) provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayment of long-term borrowings Payments of lease liabilities Guarantee deposits received (Decrease) increase in other non-current liabilities Change in non-controlling interests Payment of cash dividends - the Company Payment of cash dividends - subsidiaries Net cash used in financing activities Effect of foreign exchange rate changes on cash and cash equivalents (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
For theyears ended December 31 Notes 2019 2018 6(6) and 7 $ - $ 25,644,556 6(6) - ( 3,226,806 ) 6(33) ( 7,249,215 ) ( 6,671,500 ) 245,532 81,397 118 - 200,000 - ( 144,974 ) ( 110,493 ) 6(11) ( 209,602 ) ( 196,984 ) ( 533,389 ) 83,203 ( 7,691,530 ) 15,603,373 6(34) ( 1,223,127 ) 6,272,605 6(34) - ( 250,000 ) 6(34) 165,030 289,511 6(34) ( 624,174 ) ( 473,646 ) 6(8)(34) ( 11,329,825 ) - 6(34) 147,220 58,093 6(34) ( 222,130 ) 223,176 ( 94,763 ) ( 23,138 ) 6(22) ( 9,148,676 ) ( 25,990,556 ) ( 1,309,430 ) ( 1,506,469 ) ( 23,639,875 ) ( 21,400,424 ) ( 590,079 ) 626,479 ( 3,085,253 ) 12,747,357 48,530,648 35,783,291 $ 45,445,395 $ 48,530,648 |
For theyears ended December 31 | For theyears ended December 31 |
|---|---|---|---|
| 2018 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Lo, Chih-Hsien
Accounting Manager: Kuo, Ying-Chih
President: Huang, Jui-Tien
- 23 -
REPORT OF INDEPENDENT ACCOUNTANTS
TRANSLATED FROM CHINESE
To President Chain Store Corp.
Opinion
We have audited the accompanying parent company only balance sheets of President Chain Store Corp. as of December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity, and of cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other independent accountants (which are described in the Other matters section of our report), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of President Chain Store Corp. as of December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with this Code. Based on our audits and the reports of other independent accountants, we believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2019 are stated as follows:
- 24 -
Completeness and accuracy of retail sales revenue
Description
Please refer to Notes 4(23) and 6(21) to the parent company only financial statements for the accounting policy and the details of accounting relating to this key audit matter.
Retail sales revenue is generated by point-of-sale (POS) terminals, which record the merchandise name, quantity, sales price and total sales amount of each transaction using pre-established merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.). After the daily closing process, each store manager uploads the sales information to the ERP (enterprise resource planning) system, which summarizes all sales and automatically generates sales revenue journal entries. Each store manager also prepares a daily cash report to record the sales information and payment methods (including cash, gift certificates, credit cards and electronic payment devices, etc.) and the cash deposited to the bank.
As retail sales revenue comprises numerous small amount transactions and highly relies on the POS and ERP systems, the process of summarizing and recording sales revenue by these systems is important with regard to the completeness and accuracy of the retail sales revenue, and thus has been identified as a key audit matter.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
-
Inspected whether additions and changes to the merchandise master file data had been properly approved and supported by relevant documents;
-
Inspected whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file;
-
Inspected whether merchandise master file data had been periodically transferred to POS terminals in stores;
-
Inspected whether sales information in POS terminals was periodically and completely transferred to the ERP system and automatically generated sales revenue journal entries;
-
Inspected manual sales revenue journal entries and relevant documents;
-
Inspected daily cash reports and relevant documents; and
-
Inspected whether cash deposit amounts recorded in daily cash reports were in agreement with bank remittance amounts.
Cost-to-retail ratio of retail inventory method
Description
Please refer to Notes 4(11) and 6(3) to the parent company only financial statements for the accounting policy and the details of accounting relating to this key audit matter.
As there are various kinds of merchandise, the retail inventory method is used to estimate the cost of inventory and the cost of goods sold. The retail inventory method uses the ratio of the cost of goods purchased to their retail value (known as cost-to-retail ratio) to calculate the cost of inventory and the cost of goods sold. The calculation of the cost-to-retail ratio highly relies on the goods purchased both at cost and retail price, and thus has been identified as a key audit matter.
How our audit addressed the matter
- 25 -
Our key audit procedures performed in respect of the above included the following:
-
Interviewed management to understand the calculation of the cost-to-retail ratio under the retail inventory method, and inspected whether it had been consistently applied in the comparative periods of the financial statements;
-
Inspected whether additions and changes to the merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.) had been properly approved and the data correctly entered in the merchandise master file;
-
Inspected whether the cost and retail price of inventory purchased as per delivery receipts were in agreement with POS purchase records after acceptance of the inventory;
-
Inspected whether the POS records for the cost and retail price of inventory purchased were periodically and completely transferred to the ERP system and ascertain whether the records could not be changed manually; and
-
Calculated the cost-to-retail ratio to verify its accuracy.
Other matter –Using the work of other auditors
We did not audit the financial statements of certain investee companies. The balance of these investments accounted for using equity method amounted to NT$2,528,945 thousand and NT$2,210,541 thousand, representing 1.9% and 2.5% of total assets as of December 31, 2019 and 2018, respectively, and the related total comprehensive net income (including share of profit of subsidiaries, associates and joint ventures accounted for using equity method and share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method) amounted to NT$ 412,872 thousand and NT$415,363 thousand, representing 4.1% and 3.9% of total comprehensive net income for the years then ended, respectively. Those financial statements were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on investees disclosed in Note 13 were based solely on the reports of other independent accountants.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal controls as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the financial reporting process of the Company.
- 26 -
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement in the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in
- 27 -
internal controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2019 and are, therefore, considered to be the key audit matters. We describe these matters in our auditor’s report unless the law or regulations preclude public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Yi-Chang, Liang Chien-Hung, Chou For and on behalf of PricewaterhouseCoopers, Taiwan 27 February, 2020
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 28 -
PRESIDENT CHAIN STORE CORP.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 7(3) 6(3) 6(4) 6(5) 6(6) and 7(3) 6(7) 6(8) and 7(3) 6(10) 6(11) 6(27) 6(12) |
December 31, 2019 AMOUNT % $ 10,697,878 8 591,655 - 2,274,167 2 8,036,366 6 126,974 - 1,393,703 1 23,120,743 17 85,565 - 807,115 1 50,117,541 38 10,477,703 8 44,373,492 33 1,203,684 1 84,728 - 800,250 1 1,393,227 1 109,343,305 83 $ 132,464,048 100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|---|
| AMOUNT $ 10,697,878 591,655 2,274,167 8,036,366 126,974 1,393,703 23,120,743 85,565 807,115 50,117,541 10,477,703 44,373,492 1,203,684 84,728 800,250 1,393,227 109,343,305 $ 132,464,048 |
AMOUNT $ 14,070,715 603,890 2,515,131 8,020,368 196,990 1,560,262 26,967,356 85,683 644,614 49,094,402 9,114,219 - 1,189,454 119,019 800,458 1,231,311 62,279,160 $ 89,246,516 |
% | ||
| Current assets 1100 Cash and cash equivalents 1170 Accounts receivable, net 1200 Other receivables 130X Inventories, net 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss – non-current 1517 Financial assets at fair value through other comprehensive income – non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment, net 1755 Right of use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
16 - 3 9 - 2 |
|||
| 30 | ||||
| - 1 55 10 - 1 - 1 2 |
||||
| 70 | ||||
| 100 |
(Continued)
- 29 -
PRESIDENT CHAIN STORE CORP.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December 31, 2019 | December 31, 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | AMOUNT | % | AMOUNT | % | ||||
| Current liabilities | |||||||||
| 2100 | Short-term borrowings | 6(13) | $ | 5,000,000 | 4 | $ | 6,000,000 | 7 | |
| 2130 | Contract liabilities – current | 6(21) | 1,607,970 | 1 | 1,293,149 | 1 | |||
| 2150 | Notes payable | 1,017,922 | 1 | 1,331,853 | 1 | ||||
| 2160 | Notes payable – related parties | 7(3) | 4,431,931 | 4 | 4,705,638 | 5 | |||
| 2170 | Accounts payable | 1,378,550 | 1 | 1,437,022 | 2 | ||||
| 2180 | Accounts payable – related parties | 7(3) | 8,373,924 | 6 | 8,028,624 | 9 | |||
| 2200 | Other payables | 6(14) | 17,134,279 | 13 | 18,827,308 | 21 | |||
| 2230 | Current income tax liabilities | 6(27) | 781,142 | 1 | 1,049,737 | 1 | |||
| 2280 | Lease liabilities – current | 7(3) | 6,950,425 | 5 | - | - | |||
| 2300 | Other current liabilities | 6(15) | 1,492,567 | 1 | 1,463,092 | 2 | |||
| 21XX | Total current liabilities | 48,168,710 | 37 | 44,136,423 | 49 | ||||
| Non-current liabilities | |||||||||
| 2527 | Contract liabilities – non-current | 6(21) | 216,284 | - | 151,550 | - | |||
| 2570 | Deferred income tax liabilities | 6(27) | 4,149,357 | 3 | 3,916,979 | 4 | |||
| 2580 | Lease liabilities – non-current | 7(3) | 37,780,192 | 29 | - | - | |||
| 2640 | Net defined benefit liability | 6(16) | |||||||
| – Non-current | 2,769,674 | 2 | 2,860,605 | 3 | |||||
| 2645 | Guarantee deposit received | 2,730,126 | 2 | 2,533,958 | 3 | ||||
| 2670 | Other non-current liabilities | 426,824 | - | 394,951 | 1 | ||||
| 25XX | Total non-current liabilities | 48,072,457 | 36 | 9,858,043 | 11 | ||||
| 2XXX | Total liabilities | 96,241,167 | 73 | 53,994,466 | 60 | ||||
| Equity | |||||||||
| Share capital | 6(17) | ||||||||
| 3110 | Share capital – common stock | 10,396,223 | 8 | 10,396,223 | 12 | ||||
| Capital surplus | 6(18) | ||||||||
| 3200 | Capital surplus | 46,884 | - | 45,059 | - | ||||
| Retained earnings | 6(19) | ||||||||
| 3310 | Legal reserve | 13,314,081 | 10 | 12,293,442 | 14 | ||||
| 3320 | Special reserve | - | - | 398,859 | - | ||||
| 3350 | Unappropriated retained earnings | 12,845,880 | 10 | 12,064,862 | 14 | ||||
| Other equity | 6(20) | ||||||||
| 3400 | Other equity interest | ( | 380,187 ) ( | 1) | 53,605 | - | |||
| 3XXX | Total equity | 36,222,881 | 27 | 35,252,050 | 40 | ||||
| 3X2X | Total liabilities and equity | $ | 132,464,048 | 100 | $ | 89,246,516 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih
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PRESIDENT CHAIN STORE CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Forthe years endedDecember31 2019 2018 Notes AMOUNT % AMOUNT % 6(21) and 7(3) $ 158,031,567 100 $ 154,074,731 100 6(3)(25) and 7(3) ( 103,854,132)( 66 ) ( 101,062,364)( 66) 54,177,435 34 53,012,367 34 6(25)(26) ( 42,662,266) ( 27 ) ( 41,041,167) ( 26) ( 4,469,102) ( 3 ) ( 4,314,519) ( 3) 12(2) - - ( 2,100) - ( 47,131,368)( 30 ) ( 45,357,786)( 29) 7,046,067 4 7,654,581 5 7(3) 6(22) 1,325,894 1 1,417,538 1 6(23) 22,788 - ( 68,816) - 6(24) ( 359,593) - ( 42,971) - 6(6) 4,185,310 2 3,473,458 2 5,174,399 3 4,779,209 3 12,220,466 7 12,433,790 8 6(27) ( 1,677,606)( 1 ) ( 2,227,402)( 1) $ 10,542,860 6 $ 10,206,388 7 6(16) $ 71,511 - ( $ 29,219) - 6(5)(20) 162,501 - ( 143,849) - ( 46,547) - ( 73,714) - 6(27) ( 24,252) - 49,725 - 163,213 - ( 197,057) - 6(20) ( 578,743) - 619,530 - ( 10,566) - 2,289 - ( 589,309) - 621,819 - ( $ 426,096) - $ 424,762 - $ 10,116,764 6 $ 10,631,150 7 6(28) $ 10.14 $ 9.82 6(28) $ 10.12 $ 9.79 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive (loss) income 8311 Gain (loss) on remeasurement of defined benefit plan 8316 Unrealized gain (loss) on valuation of equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8380 Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Total other comprehensive (loss) income for the year 8500 Total comprehensive income for the year 9750 Basic earnings per share (in dollars) 9850 Diluted earnings per share (in dollars) |
The accompanying notes are an integral part of these parent company only financial statements.
Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih
- 31 -
| Total equity | 50,614,262 | 3,990 ) | 50,610,272 | 10,206,388 | 424,762 | 10,631,150 | - | - | 25,990,556 ) | 536 | 648 | 35,252,050 | 35,252,050 | 10,542,860 | 426,096 ) | 10,116,764 | - | - | 9,148,676 ) | 1,235 | 590 | 918 | 36,222,881 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| PRESIDENT CHAIN STORE CORP. | PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY | (Expressed in thousands of New Taiwan dollars) | Retained Earnings Other Equity Interest |
Unrealized | Financial gain or loss on |
statements financial assets |
translation at fair value Unrealized |
Notes Share capital – common stock Capital surplus Legal reserve Special reserve Unappropriated retained earnings differences of foreign operations through other comprehensive income gain or loss on available-for-sale financial assets |
For the year ended December 31, 2018 | Balance at January 1, 2018 $ 10,396,223 $ 43,875 $ 9,191,733 $ - $ 31,381,290 ($ 906,308 ) $ - $ 507,449 |
Adjustments under new standards - - - - 25,463 - 477,996 ( 507,449)( |
Adjusted beginning balance 10,396,223 43,875 9,191,733 - 31,406,753 ( 906,308 ) 477,996 - |
Profit for the year - - - - 10,206,388 - - - |
Other comprehensive income (loss) for the year 6(20) - - - - ( 57,155 ) 626,479( 144,562) - |
Total comprehensive income (loss) for the year - - - - 10,149,233 626,479( 144,562) - |
Distribution of 2017 earnings: 6(19) |
Legal reserve - - 3,101,709 - ( 3,101,709 ) - - - |
Special reserve - - - 398,859 ( 398,859 ) - - - |
Cash dividends - - - - ( 25,990,556 ) - - - ( |
Overdue unclaimed cash dividend transferred to capital surplus - 536 - - - - - - |
Adjustment of capital surplus due to associates’ adjustment of capital surplus - 648 - - - - - - |
Balance at December 31, 2018 $ 10,396,223 $ 45,059 $ 12,293,442 $ 398,859 $ 12,064,862 ($ 279,829 ) $ 333,434 $ - |
For the year ended December 31, 2019 | Balance at January 1, 2019 $ 10,396,223 $ 45,059 $ 12,293,442 $ 398,859 $ 12,064,862 ($ 279,829 ) $ 333,434 $ - |
Profit for the year - - - - 10,542,860 - - - |
Other comprehensive income (loss) for the year 6(20) - - - - 7,696 ( 590,079 ) 156,287 - ( |
Total comprehensive income (loss) for the year - - - - 10,550,556 ( 590,079 ) 156,287 - |
Distribution of 2018 earnings: 6(19) |
Legal reserve - - 1,020,639 - ( 1,020,639 ) - - - |
Special reserve - - - ( 398,859 ) 398,859 - - - |
Cash dividends - - - - ( 9,148,676 ) - - - ( |
Overdue unclaimed cash dividend transferred to capital surplus - 1,235 - - - - - - |
Adjustment of capital surplus due to associates’ adjustment of capital surplus - 590 - - - - - - |
Disposal of equity instruments designated at fair value through other | comprehensive income of associates - - - - 918 - - - |
Balance at December 31, 2019 $ 10,396,223 $ 46,884 $ 13,314,081 $ - $ 12,845,880 ($ 869,908 ) $ 489,721 $ - |
The accompanying notes are an integral part of these parent company only financial statements. | Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih | - 32 - |
PRESIDENT CHAIN STORE CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax for the year Adjustments to reconcile profit before income tax to net cash provided by operating activities Income and expenses having no effect on cash flows Expected credit losses Depreciation expense Amortization expense Finance costs Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Depreciation on investment property Gain on disposal of investments accounted for using equity Interest income Dividend income Reversal of impairment loss on property, plant and equipment (Gain) loss on disposal of property, plant and equipment Gain from lease modification Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Accounts receivable Other receivables Inventories Prepayments Other current assets Other non-current assets Net changes in liabilities relating to operating activities Contract liabilities–current Notes payable Accounts payable Other payables Other current liabilities Contract liabilities – non-current Net defined benefit liability Other non-current liabilities Cash generated from operations Interest received Income tax paid Interest paid Dividends received Net cash provided by operating activities |
For the years ended December 31 Notes 2019 2018 $ 12,220,466 $ 12,433,790 12(2) - 2,100 6(7)(8)(25) 8,986,348 2,096,300 6(11)(25) 55,700 92,846 6(24) 359,593 42,971 6(6) ( 4,185,310 ) ( 3,473,458 ) 6(10) 7,440 7,365 6(6)(23) - ( 59 ) 6(22) ( 38,037 ) ( 83,534 ) 6(22) ( 49,542 ) ( 65,124 ) 6(7)(23) - ( 2,401 ) 6(23) ( 11,253 ) 9,632 6(23) ( 33,255 ) - 12,235 ( 4,992 ) 239,949 76,934 ( 15,998 ) ( 825,661 ) ( 36,821 ) 70,748 166,559 86,361 ( 161,916 ) ( 54,589 ) 314,821 140,135 ( 587,638 ) 298,181 286,828 703,724 ( 1,714,521 ) ( 234,672 ) 29,475 156,252 64,734 939 ( 19,420 ) ( 10,994 ) ( 4,657 ) 16,900 15,885,780 11,479,694 39,052 107,590 6(27) ( 1,737,867 ) ( 2,423,741 ) ( 348,890 ) ( 32,687 ) 2,735,708 7,731,235 16,573,783 16,862,091 |
|---|---|
(Continued)
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PRESIDENT CHAIN STORE CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Return of capital from financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Return of capital from investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payments of lease liabilities Payment of cash dividends (Decrease) increase in short term borrowings Increase in guarantee deposit received Net cash used in financing activities Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
For the years ended December 31 Notes 2019 2018 $ 118 $ 151 6(6) and 7(3) ( 200,000 ) ( 3,226,806 ) 6(6) and 7(3) 41,657 1,828 6(6) - 180,000 6(30) ( 3,359,789 ) ( 2,303,297 ) 149,016 26,027 6(11) ( 21,409) - ( 3,390,407 ) ( 5,322,097 ) 6(31) ( 6,603,705 ) - 6(19) ( 9,148,676 ) ( 25,990,556 ) 6(31) ( 1,000,000 ) 6,000,000 6(31) 196,168 98,296 ( 16,556,213 ) ( 19,892,260 ) ( 3,372,837 ) ( 8,352,266 ) 14,070,715 22,422,981 $ 10,697,878$ 14,070,715 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih
- 34 -
Appendix V
Profit Allocation Proposal for 2019
| Unit: NTD | ||||
|---|---|---|---|---|
| Item | Amount | |||
| Retained earnings-unappropriated in previousyear |
$2,294,406,568 | |||
| Netprofit after tax for 2019 | 10,542,860,344 | |||
| Add: Remeasurements of liabilities on net defined benefitplan |
7,696,733 | |||
| Add: Disposal of financial instruments designated at fair value through other comprehensive income of associates |
916,375 | |||
| Subtotal | 10,551,473,452 | |||
| Less:Legal earnings reserve | (1,055,147,345) | |||
| Less: Special earnings reserve | (380,187,421) | |||
| Distributable earnings in 2019 | 11,410,545,254 | |||
| Less: Cash dividends to common shareholders(NT$9.0 per share) |
(9,356,600,295) | |||
| Retained earnings-unappropriated, end of 2019 | $ 2,053,944,959 |
-
Note
:1. The earnings of 2019 were allocated as the first priority in the current year, and the deficit was made up by the earnings unappropriated at the end of 2018. -
The total cash dividends allocated to each shareholder were rounded off to one NT$.
-
The fractional stocks less than NT$1 in the allocation were transferred to other income of the Company.
Chairman: Lo, Chih-Hsieh
President: Huang, Jui-Tien
Chief Accounting Officer: Kuo, Ying-Chih
- 35 -
Appendix VI
Comparison Table for Amendments to the “Rules of Procedures for Shareholders’ Meeting of President Chain Store Corporation”
| No. | After amendment | Before amendment | Remark | |
|---|---|---|---|---|
| 16 | XVI. Where the chairperson holds that the discussion on an issue is up to the extent for resolution by voting, the chairperson may announce discontinuance from the discussion and bring that issue into the process of resolution through votingand arrange enough time for voting. |
XVI. Where the chairperson holds that the discussion on an issue is up to the extent for resolution by voting, the chairperson may announce discontinuance from the discussion and bring that issue into the process of resolution through voting. |
To conform the amendment of regulations. |
- 36 -
Appendix VII
Details of the Duties Subject to Releasing Directors and Independent Directors from Non-competition
| from Non-competition | |
|---|---|
| As of May 5th, 2020 | |
| Name | Current Position in Other Companies |
| Representative of Uni-President Enterprises Corp., Lo, Chih-Hsien |
Chairman: Uni-President Enterprises Corp., President Natural Industrial Corporation, Ton Yi Industrial Corp., TTET Union Corporation, Prince Housing & Development Corp., President Packaging Industrial Corp., Woongjin Foods Co., Ltd., Daeyoung Foods Co., Ltd., President International Development Corp., Uni-President China Holdings Ltd., Changjiagang President Nisshin Food Co., Ltd., ScinoPharm Taiwan, Ltd., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd., Uni-President (Vietnam) Co., Ltd., Uni-President Enterprises (China) Investment Co., Ltd., Uni-President Cold-Chain Corp., Presco Netmarketing Inc., Uni-President Dream Parks Co., President Century Corp., President Property Corporation, Cheng-Shi Investment Holding Co., Uni-OAO Travel Service Corp., Prince Real Estate Co., Times Square International Holding Co., Times Square International Stays Corporation, Time Square International Hotel Corporation Vice Chairman: President Nisshin Corp. Director: Presicarre Corporation, Cayman President Holdings Ltd., Kai Yu (BVI) Investment Co., Ltd., President Fair Development Corp., Uni-President Southeast Asia Holdings Ltd., Uni-President Asia Holdings Ltd., Uni-President Hong Kong Holdings Limited, Champ Green Capital Limited, Champ Green (Shanghai) Consulting Co., Ltd., Guangzhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Xinjiang President Enterprises Food Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan President Enterprises Food Co., Ltd., Chengdu President Enterprises Food Co., Ltd., Shenyang President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei President Enterprises Co., Ltd., Zhenzhou President Enterprises Co., Ltd., Beijing President Enterprises Drinks Co., Ltd., Uni-President Enterprise (Kunshan) Food Technology Co., Ltd., Nanchang President Enterprises Co., Ltd., Uni-President Organics Corp., Uni-President Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd., Kunming President Enterprises Food Co., Ltd., Yantai Tongli Beverage Industries Co., Ltd., Changsha President Enterprises Co., Ltd., Bama President Mineral Water Co., Ltd., Nanning President Enterprises Co., Ltd., Zhanjiang President Enterprises Co., Ltd., Chongqing President Enterprises Co., Ltd., Taizhou President Enterprises Co., Ltd., Akesu President Enterprises Co., Ltd., Changchun President Enterprises Co., Ltd., Uni-President (Shanghai) Pearly Century Co., Ltd., Baiyin President Enterprises Co., Ltd., Hainan President Enterprises Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprises Co., Ltd., Hangzhou President Enterprises Co., Ltd., Wuxue President Mineral Water Co., Ltd., Shijiazhuang President Enterprises Co., Ltd., Xuzhou President Enterprises Co., Ltd., Henan President Enterprises Co., Ltd., President (Kunshan) Trading Co., Ltd., Shaanxi President EnterprisesCo.,Ltd., Jiangsu President EnterprisesCo.,Ltd., |
- 37 -
| Name | Current Position in Other Companies |
|---|---|
| Changbaishan Mountain President Enterprises (Jilin) Mineral Water Co., Ltd., Ningxia President Enterprises Co., Ltd., President Enterprises (Shanghai) Co., Ltd., President Enterprises (Inner Mongolia) Co., Ltd., Shanxi President Enterprises Co., Ltd., Uni-President Enterprise (Hutubi) Tomato Products Technology Co., Ltd., Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-President Enterprises (Tianjin) Co., Ltd., Hunan President Enterprises Co., Ltd., Uni-President Glass Industrial Co., Ltd., President Packaging Holdings Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., President Energy Development (Cayman Islands) Ltd., Uni-President Development Corp., Uni-Wonder Corporation, President Professional Baseball Team Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih Food Industrial Co., Ltd., Howard Beach Resort Kenting Co., Ltd., Nanlien International Corporation, President Chain Store (BVI) Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Tone Sang Construction Corp., Retail Support International Corp., Uni-President Assets Holdings Ltd., Prince Property Management Consulting Co., Kao Chyuan Inv. Co., Ltd. President:PrescoNetmarketingInc. |
|
| Representative of Kao Chyuan Investment Co., Ltd., Kao, Shiow-Ling |
Chairman: President Fair Development Corp., Uni-President Department Store Corp., President Being Corp., President Pharmaceutical Corp., President Drugstore Business Corp., Kao Chyuan Inv. Co., Ltd. Director: Uni-President Enterprises Corp., Ton Yi Industrial Corp., Prince Housing & Development Corp., President International Development Corp., ScinoPharm Taiwan Ltd., President Century Corp., Uni-President Development Corp., Uni-Wonder Corporation, President (Shanghai) Health Product Trading Co., Ltd., Beauty Wonder (Zhejiang) Trading Co., Ltd. Times Square International Holding Co., Time Square International Hotel Corporation President:President Fair DevelopmentCorp.,KaoChyuan Inv. Co.,Ltd. |
| Representative of Uni-President Enterprises Corp., Chen, Jui-Tang |
Chairman: Uni-Wonder Corporation, President Lanyang Art Corporation, Ren-Hui Investment Corp., Uni-President Superior Commissary Corp., President Transnet Corp., President Collect Service Corp., Retail Support International Corp., Kai Ya Food Co., Ltd. Vice Chairman: Philippine Seven Corp. Director: Uni-President Enterprises Corp., Uni-President Department Store Corp., Uni-President Cold-Chain Corp., Uni-President Development Corp., President Fair Development Corp., President International Development Corp., Nanlien International Corporation, President Chain Store (BVI) Holdings Ltd., PCSC (China) Drugstore Limited, President Chain Store (Labuan) Holdings Ltd., President Chain Store (Hong Kong) Holdings Limited, Uni-President Logistics (BVI) Holdings Limited. President:Ren-Hui InvestmentCorp. |
| Representative of Uni-President Enterprises Corp., Huang, Jui-Tien |
Chairman: iCASH Corp., President Chain Store Tokyo Marketing Corporation, Capital Marketing Consultant Corp., Tait Marketing & Distribution Co., Ltd., President (Shanghai) Health Product Trading Company Ltd., Beauty Wonder (Zhejiang) Trading Co., Ltd. Director: Uni-Wonder Corporation, President Pharmaceutical Corp., President Drugstore Business Corp., President Information Corp., Retail Support International Corp., Uni-President Cold-Chain Corp., Books.com. Co., Ltd.,PhilippineSevenCorp.,President International Development |
- 38 -
| Name | Current Position in Other Companies |
|---|---|
| Corp., President Nisshin Corp., President Fair Development Corp., Ren-Hui Investment Corp., President Chain Store (Hong Kong) Holdings Limited, PCSC (China) Drugstore Limited, President Chain Store (Zhejiang) Ltd., President Chain Store (Shanghai) Ltd., Ren Hui Holding Co., Ltd., Shan Dong President Yinzuo Commercial Limited, President Pharmaceutical (Hong Kong) Holdings Limited, Uni-President Foodstuff (BVI) Holdings Ltd., Changjiagang President Nisshin Food Co., Ltd., Shanghai Songjiang President Enterprises Co., Ltd., Zhongshan President Enterprises Co., Ltd., Taiwan Millennium Health Foundation, Dr. C. Y. Kao's Non-Profit Foundation of Culture & Education (In Memory of His Mother) President: President Pharmaceutical (Hong Kong) Holdings Limited, Tung-Ren PharmaceuticalCorp. |
|
| Representative of Uni-President Enterprises Corp., Wu, Liang-Feng |
Chairman: Zhongshan President Enterprises Co., Ltd., Tianjiang President Enterprises Food Co., Ltd., Qingdao President Feed & Livestock Co., Ltd., Tung Lo Development Co., Ltd., Master Channels Corporation Director: TTET Union Corporation, Changjiagang President Nisshin Food Co., Ltd., President Nisshin Corp. President: Tung Lo Development Co., Ltd., Changjiagang President Nisshin Food Co.,Ltd. |
| Representative of Uni-President Enterprises Corp., Su, Tsung-Ming |
Chairman: President Life Sciences Co., Ltd., Tong Yu Investment Corp., Uni-President Development Corp., AndroScience Corp. Director: Grand Bills Finance Corporation, President International Development Corp., Uni-President China Holdings Ltd., ScinoPharm Taiwan, Ltd., President Tokyo Corporation, Uni-President Hong Kong Holdings Limited, President Tokyo Auto Leasing Corporation, Tong-Sheng Finance Leasing Co., Ltd., Tong-Sheng (Suzhou) Car Rental Co., Ltd., CDIB & Partners Investment Holding Corporation, Xiang Lu Industrial Ltd., President (BVI) International Investment Holdings Ltd., President Energy Development (Cayman Islands) Ltd., President Life Sciences Cayman Co., Ltd., SPT International, Ltd., Tanvex Biologics, Inc. Supervisor: Presicarre Corporation, Uni-President Enterprises (China) Investment Co., Ltd., Presco Netmarketing, Inc. President: President International Development Corp., ScinoPharm Taiwan, Ltd., President Property Corporation |
| Representative of Uni-President Enterprises Corp., Hwang, Jau-Kai |
Chairman: Tung Ang Enterprises Corp., Uni-President Vender Corp. Director: Ton Yi Industrial Corp., Mech-President Corp., Woongjin Foods Co.,Ltd., Daeyoung Foods Co., Ltd., Uni-president Marketing Co., Ltd., Uni-President (Vietnam) Co., Ltd., Uni-President Cold-Chain Corp. Supervisor: Uni-President (Korea) Co., Ltd. President: Uni-President EnterprisesCorp. |
| Representative of Uni-President Enterprises Corp., Wu,Kun-Lin |
Chairman: Chang-Tong Enterprise Corp., PT.Uni President Indonesia. Director: Changjiagang President Nisshin Food Co., Ltd., Uni-President Oven Bakery Corp., President Nisshin Corp. |
| Representative of Uni-President Enterprises Corp., Wu, Tsung-Pin |
Chairman: Tung-Ren Pharmaceutical Corp., Kai Nan Investment Co., Ltd. Director: Prince Housing & Development Corp., President Fair Development Corp., President International Trade & Investment Corp., ScinoPharm Taiwan, Ltd., Uni-President (Vietnam) Co., Ltd., Uni-President Hong Kong Holdings Limited, Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Cheng-Shi Investment Holding Co.,TungLo Developmnt |
- 39 -
| Name | Current Position in Other Companies |
|---|---|
| Co., Ltd., Tone Sang Construction Corp., Prince Real Estate Co., Ltd., Times Square International Holding Co., Time Square International Hotel Corporation Supervisor: President Kikkoman Inc., Kunshan President Kikkoman Biotechnology Co., Ltd., President International Development Corp., President Kikkoman Zhenji Foods Co., Ltd., President Century Corp., President Professional Baseball Team Corp., Ming Da Enterprises Co., Ltd., Nanlien International Corporation, Times Square International Stays Corporation, Woongjin Foods Co., Ltd., DaeyoungFoodsCo.,Ltd. |
|
| Representative of Uni-President Enterprises Corp., Wu, Wen-Chi |
Director:Philippine Seven Corp., Uni-President (Singapore) Pte. Ltd.Supervisor :Uni-Wonder Corporation, President Transnet Corp., President CollectService Corp., Books.com. Co., Ltd., President Chain Store (Shanghai)Ltd.,PresidentChainStore(Zhejiang)Ltd. |
| Wang, Wen-Yeu | Independent Director: GlobalUnichip Corp.,KGISecuritiesCo.Ltd.,Xintec Inc. |
| Hung,Yung-Chen | Director:HuaViVentureCapitalCorporation |
- 40 -