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PHD — Interim / Quarterly Report 2015
Dec 23, 2015
52134_rns_2015-12-23_4a68b16a-ea92-4c16-af73-173f1b867f0e.pdf
Interim / Quarterly Report
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PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REVIEW REPORT OF INDEPENDENT ACCOUNTANTS SEPTEMBER 30, 2015 AND 2014
For the convenience of readers and for information purpose only, the auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in
the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors' report and financial statements shall prevail.

REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Prince Housing & Development Corp.
We have reviewed the accompanying consolidated balance sheets of Prince Housing & Development Corp. and its subsidiaries as of September 30, 2015 and 2014, and the related consolidated statements of comprehensive income for the three months and nine months then ended, as well as the statements of changes in equity and of cash flows for the nine months then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.
Except as explained in the following paragraph, we conducted our reviews in accordance with the Statement of Auditing Standards No. 36, "Engagements to Review Financial Statements" in the Republic of China. A review consists primarily of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards in the Republic of China, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.
As explained in Note 4(3), we did not review the financial statements of insignificant consolidated subsidiaries, which statements reflect total assets of NT\$10,361,014 thousand and NT\$10,734,651 thousand, constituting 19% and 20% of the consolidated total assets, and total liabilities of NT\$6,152,667 thousand and NT\$6,609,410 thousand, both constituting 21% of the consolidated total liabilities as of September 30, 2015 and 2014, respectively, and total comprehensive income of (NT\$75,702) thousand, (NT\$7,682) thousand, NT\$60,399 thousand, and NT\$147,873 thousand, constituting $(26\%)$ , $(23\%)$ , 11% and 35% of the consolidated total comprehensive income for the three months and nine months then ended, respectively. In addition, as explained in Note $6(10)$ , we did not review the investments accounted for under equity method, which statements reflect share of (loss) profit of associates and joint ventures of (NT\$51,426) thousand, NT\$56,976 thousand, NT\$17,795 thousand and NT\$93,048 thousand for the three months and nine months ended September 30, 2015 and 2014, respectively. The related investment amount was NT\$2,219,283 thousand and NT\$2,176,982 thousand as of September 30, 2015 and 2014, respectively. These amounts and the information disclosed in Note 13 were based solely on the unreviewed financial statements of these
資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan 80048 高雄市新興區民族二路95號22樓 / 22F, 95, Minzu 2nd Rd., Xinxing Dist., Kaohsiung City 80048, Taiwan T: +886 (7) 237 3116, F: +886 (7) 236 5631, www.pwc.tw

companies as of September 30, 2015 and 2014.
Based on our reviews, except for the effect of such adjustments, if any, as might have been determined to be necessary had the financial statements of insignificant subsidiaries, investments accounted for under equity method and the information disclosed in Note 13 been reviewed by independent accountants, we are not aware of any material modifications that should be made to the consolidated financial statements referred to in the first paragraph for them to be in conformity with the "Rules Governing the Preparation of Financial Statements by Securities Issuers", and International Accounting Standard 34, "Interim Financial Reporting" as endorsed by the Financial Supervisory Commission.
Pricewaterhouse Coopers, Taiwan
PricewaterhouseCoopers, Taiwan
November 3, 2015
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.
PRINCE HOUSING & DEVELOPMENT CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
(The consolidated balance sheets as of September 30, 2015 and 2014 are reviewed, not audited)
| September 30, 2015 AMOUNT |
$\%$ | December 31, 2014 | September 30, 2014 | |||||
|---|---|---|---|---|---|---|---|---|
| Assets Current assets |
Notes | AMOUNT | % | AMOUNT | $\frac{9}{6}$ | |||
| Cash and cash equivalents | 6(1) | \$ 2,418,834 |
$4 \quad$ | 2,165,806 | 4S | 2,345,772 | ||
| Financial assets at fair value through $6(2)$ | 4 | |||||||
| profit or loss - current | 310,845 | 1 | 238,566 | 224,507 | ||||
| Notes receivable, net | 6(3) | 153,026 | 148,412 | 88,288 | ||||
| Accounts receivable, net | 6(4) | 809, 357 | 1 | 5,355,359 | 10 | 691,793 | $\mathbf{1}$ | |
| Accounts receivable - related parties 7 | 445,534 | 1 | 440,429 | 1 | 460,215 | $1\,$ | ||
| Receivables from customers on | 6(5) | |||||||
| construction contracts | 1,363,260 | 3 | 955,890 | 2 | 1,260,558 | 2 | ||
| Other receivables | 9 | 75,336 | 285,144 | 274,559 | $\mathbf{1}$ | |||
| Inventories, net | 5(2), 6(6) | |||||||
| and 8 | 23, 332, 397 | 44 | 20, 925, 619 | 37 | 22, 915, 733 | 42 | ||
| Prepayments | 538,416 | 1 | 429,857 | I. | 437,736 | 1 | ||
| Other financial assets-current | 8 | 2,099,307 | 4 | 2,772,959 | 5 | 2,958,644 | 6 | |
| Other current assets, others | 6(7) | 512,097 | $\mathbf{1}$ | 521,804 | $\mathbf{1}$ | 786,786 | $\mathbf{2}$ | |
| Total current Assets | 32,058,409 | 60 | 34, 239, 845 | 61 | 32, 444, 591 | 60 | ||
| Non-current assets | ||||||||
| Financial assets at fair value through 6(2) and 8 | ||||||||
| profit or loss - non-current | 77,778 | 77,547 | 77,327 | |||||
| Available-for-sale financial assets - | 5(2), 6(8) | |||||||
| non-current | and 8 | 1,294,561 | 3 | 1,626,078 | 3 | 1,642,084 | 3 | |
| Financial assets carried at cost - | $6(9)$ and 8 | |||||||
| non-current | 887,529 | 2 | 887,529 | 2 | 887,529 | 2 | ||
| Investments accounted for under | 5(2), 6(10) | |||||||
| equity method | and 8 | 2,219,283 | 4 | 2,182,242 | 4 | 2,176,982 | 4 | |
| Property, plant and equipment, net | $6(11)$ and $8$ | 6,791,234 | 13 | 6,957,966 | 12 | 7,003,338 | 13 | |
| Investment property - net | $6(12)$ and 8 | 6,004,222 | 11 | 6,075,555 | 11 | 6,098,909 | 11 | |
| Intangible assets | 6(13) | 2,317,158 | 4 | 2,362,995 | 4 | 2,378,454 | 4 | |
| Deferred income tax assets | $5(2)$ and | |||||||
| 6(32) | 108,165 | 108,369 | 108,197 | |||||
| Refundable deposits | 7 and 9 | 632,624 | 1 | 537,377 | 1 | 536,658 | 1 | |
| Other financial assets - non-current | 8 | 767, 185 | 2 | 911,988 | 2 | 1,014,163 | 2 | |
| Other non-current assets, others | 89,640 | 83,477 | 132,964 | |||||
| Total non-current assets | 21, 189, 379 | 40 | 21,811,123 | 39 | 22,056,605 | 40 | ||
| Total assets | \$ 53, 247, 788 |
100 | \$ | 56,050,968 | 100 | \$ 54, 501, 196 |
100 |
(Continued)
PRINCE HOUSING & DEVELOPMENT CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
(The consolidated balance sheets as of September 30, 2015 and 2014 are reviewed, not audited)
| September 30, 2015 | December 31, 2014 | September 30, 2014 | |||||
|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % |
| Current liabilities | |||||||
| Short-term borrowings | $6(14)$ and 8 \$ | 3,724,874 | 7 | \$ 3,305,584 |
6 | $\sqrt{3}$ 4, 122, 584 |
8 |
| Short-term notes and bills payable | $6(15)$ and $8$ | 1,228,715 | 3 | 2,602,518 | 5 | 2,493,646 | 5 |
| Notes payable | 128,995 | 22,027 | 135,490 | ||||
| Accounts payable | 2,973,238 | 6 | 4,262,318 | 8 | 2,490,803 | 5 | |
| Payables to customers on | 6(5) | ||||||
| construction contracts | 462,228 | 1 | 350,959 | 1 | 588,081 | 1 | |
| Other payables | 977,807 | $\boldsymbol{2}$ | 1,094,813 | 2 | 776,414 | l | |
| Other payables - related parties | 7 | 105,728 | - | 194,001 | 129,507 | ||
| Current income tax liabilities | 6(32) | 87,427 | 125,602 | 85,526 | |||
| Receipts in advance | 6(16) | 3,127,945 | 6 | 3,037,135 | 5 | 4,252,464 | 8 |
| Long-term liabilities, current portion 6(18) and 8 | 596,870 | 1 | 2,111,470 | 4 | 1,921,670 | 3 | |
| Other current liabilities, others | 97,605 | $\overline{\phantom{a}}$ | 113,307 | $\overline{\phantom{a}}$ | 84,166 | $\overline{\phantom{a}}$ | |
| Total current Liabilities | 13, 511, 432 | $26\,$ | 17,219,734 | 31 | 17,080,351 | 31 | |
| Non-current Liabilities | |||||||
| Bonds payable | 6(17) | 4,500,000 | 9 | 4,500,000 | 8 | 4,500,000 | 8 |
| Long-term borrowings | $6(18)$ and 8 | 9,518,411 | 18 | 7,649,449 | 14 | 7,581,884 | 14 |
| Provisions for liabilities - | 6(19) | ||||||
| non-current | 84.937 | $\overline{\phantom{a}}$ | 81,720 | $\overline{\phantom{a}}$ | 82,318 | ||
| Deferred income tax liabilities | 6(32) | 134,218 | ä, | 495,328 | 1 | 498,266 | 1 |
| Long-term notes and accounts | |||||||
| payable | 1.449,773 | 3 | 1,457,251 | 3 | 1,459,583 | 3 | |
| Net defined benefit liability- | $5(2)$ and | ||||||
| non-current | 6(20) | 134,682 | 129,391 | 129,972 | |||
| Guarantee deposits received | 146,625 | 136,547 | 181,607 | $\mathbf 1$ | |||
| Other non-current liabilities, others | 6(10) | 180,726 | 70,604 | 71,492 | |||
| Total non-current liabilities | 16, 149, 372 | 30 | 14,520,290 | 26 | 14,505,122 | 27 | |
| Total Liabilities | 29,660,804 | 56 | 31,740,024 | 57 | 31, 585, 473 | 58 | |
| Equity attributable to owners of | |||||||
| parent | |||||||
| Share capital | |||||||
| Common stock | 6(22) | 16,623,418 | 31 | 16,623,418 | 30 | 16,623,418 | 30 |
| Capital surplus | 6(23) | ||||||
| Capital surplus | 1,981,794 | 4 | 1,929,793 | 3 | 1,929,793 | 3 | |
| Retained earnings | 6(24)(32) | ||||||
| Legal reserve | 1,420,796 | 3 | 1,180,924 | $\boldsymbol{2}$ | 1,180,924 | $\overline{\mathbf{c}}$ | |
| Unappropriated retained earnings | 2,141,479 | 4 | 2,854,738 | 5 | 1,451,585 | 3 | |
| Other equity interest | 6(25) | ||||||
| Other equity interest | 1,143,487 | 2 | 1,436,219 | 3 | 1,446,608 | 3 | |
| Treasury stocks | 6(22) | 60,440) | $\blacksquare$ | 60,440) | $\overline{\phantom{a}}$ | 60,440) | |
| Equity attributable to owners of | |||||||
| the parent | 23, 250, 534 | 44 | 23,964,652 | 43 | 22,571,888 | 41 | |
| Non-controlling interest | 336,450 | 346,292 | 343,835 | ||||
| Total equity | 23,586,984 | 44 | 24,310,944 | 43 | 22, 915, 723 | 42 | |
| Total liabilities and equity | 53, 247, 788 | 100 | \$ 56,050,968 |
100 | 54, 501, 196 -\$ |
100 |
The accompanying notes are an integral part of these consolidated financial statements.
See review report of independent accountants dated November 3, 2015.
PRINCE HOUSING & DEVELOPMENT CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of New Taiwan dollars, expect earnings per share)
(UNAUDITED)
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 (adjusted) | 2015 | 2014 (adjusted) | ||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | AMOUNT | ℅ | ||||
| Operating revenue | 6(27) and 7 | \$2,299,092 | 100 | \$3,111,259 | 100 | \$8,030,333 | 100 | \$9,780,693 | 100 | ||||
| Operating costs | 6(6)(31) | $1,409,000$ ( | 61) | $2, 126, 208$ ) ( | 68) | $5,093,749$ ( | 64) ( | $6,692,095$ ) ( | 68) | ||||
| Gross profit | 890,092 | 39 | 985,051 | 32 | 2,936,584 | 36 | 3,088,598 | 32 | |||||
| Operating expenses | $6(31)$ and $7$ | ||||||||||||
| Selling expenses General & administrative expenses |
$60,665$ ) ( 587,664)( |
$3)$ ( $25)$ ( |
99,937)( | $3)$ ( | 241,403)( | $3)$ ( | 251,112)( | 3) | |||||
| Total operating expenses | $648,329$ ) ( | $624, 164)$ ( | 20( | 1,785,397)( | $22)$ ( | 1,956,049)( | 20) | ||||||
| Operating profit | 241,763 | $28)$ ( 11 |
724, 101) 260,950 |
$23)$ ( 9 |
2,026,800) 909,784 |
25( 11 |
$2, 207, 161$ ) ( 881,437 |
23) | |||||
| Non-operating income and expenses | 9 | ||||||||||||
| Other income | 6(28) | 59,835 | 2 | 54,636 | 2 | 269,008 | 4 | 380,943 | |||||
| Other gains and losses | 6(2)(29) | 45,217 | 2 | 4,010 | ä, | 89,712 | 1 1 | 40,330) | 4 | ||||
| Finance costs | 6(30) | ( | 76,444)( | $3)$ ( | $73,413$ ) ( | $3)$ ( | 254,246)( | $3)$ ( | 267,961)( | $\mathbf{3}$ | |||
| Share of profit/(loss) of associates and | 6(10) | ||||||||||||
| joint ventures accounted for under equity | |||||||||||||
| method | $51,426$ ) ( | 2) | 56,976 | $\overline{z}$ | 17,795 | 93,048 | |||||||
| Total non-operating income and | |||||||||||||
| expenses | $22,818$ ) ( | 1) | 42,209 | $\mathbf{1}$ | 122,269 | 2 | 165,700 | $\overline{\mathbf{c}}$ | |||||
| Profit before income tax | 218,945 | 10 | 303,159 | 10 | 1,032,053 | 13 | 1,047,137 | 11 | |||||
| Income tax expense (benefit) | 6(32) | $81,489$ ) ( | 4) | 9,244 | $\blacksquare$ | 185,577)( | $2)$ ( | 77,036) | $\ket{1}$ | ||||
| Profit for the period | \$ | 137,456 | 6 | 312,403 | 10 | 846,476 | 11 | 970,101 | 10 | ||||
| Other comprehensive income | |||||||||||||
| Components of other comprehensive | |||||||||||||
| income that will be reclassified to profit | |||||||||||||
| or loss | |||||||||||||
| Exchange differences arising on | |||||||||||||
| translation of foreign operations Unrealized gain (loss) on available- |
\$ | 301 | S | 274 | \$ | 2 | \$ | 1,900 | |||||
| for-sale financial assets | 6(8) | ||||||||||||
| Other comprehensive gain (loss), net of | 155,576 | 7. | 279,642) | 9( | 292,734)( | 4) ( | 554,903) | 6 | |||||
| tax | S | 155,877 | 7 | $\overline{\mathfrak{s}}$ | 279,368) | 9)(3 | 292,732) | $4)($ \$ | 553,003)( | ||||
| Total comprehensive income for the | 6 | ||||||||||||
| period | 293,333 | 13 | S | 33,035 | 1 | \$ | 553,744 | 7 | 417,098 | ||||
| Profit (loss), attributable to: | |||||||||||||
| Owners of the parent | \$. | 146,050 | 6. | \$ | 318,758 | 10. | \$ | 856,486 | 11 | 991,809 | 10 | ||
| Non-controlling interest | 8,594) | 6,355) | ٠ | 10,010 | ٠ | 21,708) | |||||||
| \$ | 137,456 | 6 | \$ | 312,403 | 10 | \$ | 846,476 | 11 | \$ | 970,101 | 10 | ||
| Total comprehensive income attributable | |||||||||||||
| to: | |||||||||||||
| Owners of the parent | \$ | 301,927 | 13 | \$ | 39,586 | ı | \$ | 563,754 | 7 | \$ | 439,002 | 4 | |
| Non-controlling interest | 8,594) | 6,551) | 10,010 | 21,904) | |||||||||
| \$ | 293,333 | $\frac{13}{2}$ | $\overline{\mathbf{z}}$ | 33,035 | \$ | 553,744 | 7 | $\overline{\mathbf{r}}$ | 417,098 | 4 | |||
| Earnings per share (in dollars) | 6(33) | ||||||||||||
| Basic earnings per share | \$ | 0.09 | \$ | 0.20 | $\overline{7}$ | 0.53 | $\overline{\mathcal{F}}$ | 0.63 | |||||
| Diluted earnings per share | \$ | 0.09 | $\pmb{\mathbb{S}}$ | 0.20 | \$ | 0.53 | \$ | 0.63 |
The accompanying notes are an integral part of these consolidated financial statements.
See review report of independent accountants dated November 3, 2015.
$\chi^2 \approx 10^4$
$\bar{\alpha}$
| PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Expressed in thousands of New Taiwan dollars) (UNAUDITED) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity attributable to owners of the parent | ||||||||||||
| Retained earnings | Other equity interest | |||||||||||
| Notes | common stock Share capital - |
Capital surplus | reserve Legal |
Unappropriated retained earnings |
translation of differences Exchange arising on operations roreign |
Unrealized gain available-to- sale financial or loss on assets |
Treasury stocks | Total | Non-controlling interest |
Total equity | ||
| Nine months ended September 30, 2014 Balance at January 1, 2014 |
\$13,139,241 | 521, 293 ÷, |
\$1,022,243 | \$1,586,811 | 859) ئ |
\$2,000,470 | 60,440) ؿ |
\$18,208,759 | s | 365,739 | \$18,574,498 | |
| Appropriations and distribution of 2013 retained earnings |
||||||||||||
| Logal reserve | 158,681 | 158,681 | ||||||||||
| Cash dividends | 6(24) | 484,177 | 484,177) | 484,177) | ||||||||
| Stock dividends | 6(24) | 484,177 | 484,177 | |||||||||
| Profit (loss) for the period | 6(33) | 991,809 | 991,809 | 21,708) | 970,101 | |||||||
| Other comprehensive income (loss) for the period | 6(8)(25) | 1,900 | 554,903 | 553,003 | 196) | 553,199 | ||||||
| Share-based payment transactions | 6(21)(23) | 13,500 | 73,500 | 73,500 | ||||||||
| Cash capital increase | 6(22)(23) | 3.000,000 | 1,335,000 | 4,335,000 | 4,335,000 | |||||||
| Balance at September 30, 2014 | $\frac{$16,623,418}{ }$ | 1,929.793 ๛∣ |
180,924 ام |
1,451,585 | 회 | 1,445,567 | $60,440$ ) اص |
\$22,571,888 | ÷, | 343,835 | \$22,915,723 | |
| Nine months ended September 30, 2015 | ||||||||||||
| Balance at January 1, 2015 | \$16,623,418 | \$1,929,793 | 180,924 ÷ ÷Ą. |
\$2,854,738 | 1,690 ç, |
\$1,434,529 | 60,440) ٩ |
\$23,964,652 | s | 346,292 | \$24,310,944 | |
| Appropriations and distribution of 2014 retained earnings |
||||||||||||
| Legal reserve | 239,872 | 239,872) | ||||||||||
| Cash dividends | 6(24) | 1,329,873 | 1,329,873) | 1,329,873 | ||||||||
| Profit (loss) for the period | 6(33) | 856,486 | 856,486 | 10,010 | 846,476 | |||||||
| Other comprehensive income (loss) for the period | 6(8)(25) | 292, 734) | 292,732 | 292,732 | ||||||||
| Recognized changes to the subsidiaries' equity | 6(23) | 52,001 | 52,001 | 52,001 | ||||||||
| Changes in non-controlling interest | 168 | 168 | ||||||||||
| Balance at September 30, 2015 | \$16,623,418 | \$1,981,794 | $\frac{1,420,796}{2}$ | \$2.141,479 | .692 | $\frac{1.141.795}{2}$ | 60,440) ٣ |
\$23,250,534 | إجه | 336,450 | \$23,586,984 | |
The accompanying notes are an integral part of these consolidated financial statements.
See review report of independent accountants dated November 3, 2015.
PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan dollars) (UNAUDITED)
| Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| Notes | 2015 | 2014 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Consolidated profit before tax for the period | \$ | 1,032,053 | \$ | 1,047,137 | |
| Adjustments to reconcile profit before tax to net cash (used in) provided by | |||||
| operating activities | |||||
| Income and expenses having no effect on cash flows | |||||
| Share-based compensation cost | 6(21) | 73,500 | |||
| Net loss (gain) on financial assets at fair value through profit or loss | 6(2)(29) | ( | 110, 175) | 31,735 | |
| Provision for bad debts transferred to revenue | 6(3) | ( | $196$ ) ( | $1,422$ ) | |
| Write-off of uncollectible accounts | 6(4) | ( | $2,043$ ) ( | 306) | |
| Share of profit of associates and joint ventures accounted for under | 6(10) | ||||
| equity method | ( | $17,795$ ) ( | 93,048) | ||
| Loss on disposal of property, plant amd equipment | 2,065 | 14.026 | |||
| Loss on disposal of investment property | 3,371 | 705 | |||
| Depreciation | 6(31) | 267,131 | 255 484 | ||
| Amortization | 6(13)(31) | 46,367 | 46.969 | ||
| Interest expense | 6(30) | 253,346 | 267,006 | ||
| Interest income | 6(28) | ( | $5,531$ ) ( | $7,601$ ) | |
| Dividend income | 6(28) | ( | $125,732$ ) ( | 227,299) | |
| Impairment loss on financial assets | 6(8)(29) | 11,814 | |||
| Gain on unrealized foreign exchange | ( | $12,825$ ) ( | 7,961) | ||
| 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 - current | 37,665 | ||||
| Notes receivable Accounts receivable |
€ | 4,418) | 16.653 | ||
| Accounts receivable - related parties | 4,548,045 | 3,045,109 | |||
| Receivables from customers on constuction contracts | ( | 5,105) | 323,188 | ||
| Other receivables | ( | 407,370) ( | 446,562) | ||
| Inventories | 211,033 | 33,453 | |||
| Prepayments | € | $2,735,660$ ) ( $108,559$ ) |
$5,002,023$ ) | ||
| Other current assets, others | 9,707 | ( | 95,319 61,198) |
||
| Other non-current assets, others | € | $6,163$ ) ( | 12.914) | ||
| Net changes in liabilities relating to operating activities | |||||
| Notes payable | 106,968 | 60.158 | |||
| Accounts payable | ( | $1,289,080$ ) ( | $1,664,011$ ) | ||
| Payable to customers on constuction contracts | 111,269 | 319,590 | |||
| Other payables | ( | $134,524$ ) ( | 279,875) | ||
| Other payables-related parties | ( | $88,273$ ) ( | $125.092$ ) | ||
| Receipts in advance | 90,810 | 1,081,736 | |||
| Other current liabilities, others | ( | $15,702$ ) ( | 14,850) | ||
| Provisions for liabilities - non-current | 3,217 | 3,247 | |||
| Net defined benefit liability - non-current | 5,291 | € | 2,910) | ||
| Other non-current liabilities, others | 72) | 711 | |||
| Cash generated from (used in) operations | 1,659,115 | € | 1,219,532) | ||
| Interest received | 4,306 | 6,298 | |||
| Cash dividend received | 166,772 | 248,899 | |||
| Interest paid | 214,295) | 241,433) | |||
| Income tax paid | 185,577 ) | 50, 799) | |||
| Net cash provided by (used in) operating activities | 1,430,321 | $1,256,567$ ) |
(Continued)
PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan dollars) (UNAUDITED)
| Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| Notes | 2015 | 2014 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Decrease in other financial assets - current | \$ | 673,652 | \$ | 187,230 | |
| Decrease in available-for-sale financial assets - non-current | 33.927 | ||||
| Return of share capital from available-for-sale financial assets - non-current | 25,000 | ||||
| Return of share capital from investments accounted for under equity | |||||
| method | 30,057 | 30,361 | |||
| Acquisition of property, plant amd equipment | 6(11) | 0 | 37,833) ( | 85,979) | |
| Proceeds from disposal of property, plant amd equipment | 43 | 919 | |||
| Acquisition of investment property | 6(12) | € | 1,484) | ||
| Proceeds from disposal of investment property | 1.075 | ||||
| Increase in intangible assets | 6(13) | € | $530$ ) ( | 407) | |
| Increase in refundable deposits | ( | $95,247$ ) ( | 337) | ||
| (Increase) decrease in other financial assets - non-current | 144,803 | 533,595) | |||
| Net cash provided by (used in) investing activities | 749,947 | 378.292) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Increase in short-term borrowings | 419,290 | 37,584 | |||
| Increase (decrease) in short-term notes and bills payable | ( | 1,373,803) | 349,985 | ||
| Proceeds from of long-term borrowings | 5,064,097 | 3,618,515 | |||
| Repayments of long-term borrowings | ( | 4,709,735) ( | 6,076,699) | ||
| Decrease in long-term notes and accounts payable | € | $7,478$ ) ( | 5, 125) | ||
| Increase in guarantee deposits received | 10,078 | 37,479 | |||
| Proceeds from cash capital increase | 4,335,000 | ||||
| Cash dividends paid | € | $1,329,873$ ) ( | 484, 177) | ||
| Changes in non-controlling interest | 168 | ||||
| Net cash (used in) provided by financing activities | 1,927,256) | 1,812,562 | |||
| Effect of exchange rate changes on cash and cash equivalents | 16 | 661) | |||
| Increase in cash and cash equivalents | 253,028 | 177,042 | |||
| Cash and cash equivalents at beginning of period | 2,165,806 | 2,168,730 | |||
| Cash and cash equivalents at end of period | \$ | 2,418,834 | \$ | 2,345,772 |
The accompanying notes are an integral part of these consolidated financial statements. See review report of independent accountants dated November 3, 2015.
$\bar{z}$
PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 AND 2014
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)
(UNAUDITED)
1. HISTORY AND ORGANIZATION
- (1) Prince Housing & Development Corp. (the "Company") was established in September 1973, under the Company Act and other related regulations. The Company is primarily engaged in the construction, leasing and sale of public housing, commercial building, tourism/recreation place (children's playground, water park, etc.) and parking lot/parking tower, and leasing and sale of real estate. The common shares of the Company have been listed on the Taiwan Stock Exchange since April 1991.
- (2) The main activities of the Company and its subsidiaries (collectively referred herein as the "Group") are provided in Note 4(3)B.
-
- THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION
These consolidated financial statements were authorized for issuance by the Board of Directors on November 3, 2015.
- APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards ("IFRS") as endorsed by the Financial Supervisory Commission ("FSC")
According to Financial-Supervisory-Securities-Auditing No. 1030010325 issued by FSC on April 3, 2014, commencing 2015, companies with shares listed on the TWSE or traded on the Taipei Exchange or Emerging Stock Market shall adopt the 2013 version of IFRS (not including IFRS 9, 'Financial instruments') as endorsed by the FSC and Regulations Governing the Preparation of Financial Reports by Securities Issuers effective January 1, 2015 (collectively referred herein as the "2013 version of IFRSs") in preparing the consolidated financial statements. The impact of adopting the 2013 version of IFRSs is listed below:
A. IAS 19 (revised), 'Employee benefits'
The revised standard makes amendments that net interest amount, calculated by applying the discount rate to the net defined benefit asset or liability, replaces the finance charge and expected return on plan assets. The revised standard eliminates the accounting policy choice that the actuarial gains and losses could be recognized based on corridor approach or recognized in profit or loss. The revised standard requires that the actuarial gains and losses can only be
recognized immediately in other comprehensive income when incurred. Past service cost will be recognized immediately in the period incurred and will no longer be amortized using straight-line basis over the average period until the benefits become vested. An entity is required to recognize termination benefits at the earlier of when the entity can no longer withdraw an offer of those benefits and when it recognizes any related restructuring costs, rather than when the entity is demonstrably committed to a termination. Based on the Group's assessment, the adoption of the standard has no significant impact on its consolidated financial statements, and the Group has disclosed additional information about defined benefit plans accordingly.
B. IAS 1, 'Presentation of financial statements'
The amendment requires entities to separate items presented in OCI classified by nature into two groups on the basis of whether they are potentially reclassifiable to profit or loss subsequently when specific conditions are met. If the items are presented before tax then the tax related to each of the two groups of OCI items (those that might be reclassified and those that will not be reclassified) must be shown separately. Accordingly, the Group has adjusted its presentation of the statement of comprehensive income.
C. IFRS 12, 'Disclosure of interests in other entities'
The standard integrates the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. Also, the Group has disclosed additional information about its interests in consolidated entities and unconsolidated entities accordingly.
D. IFRS 13, 'Fair value measurement'
The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard sets out a framework for measuring fair value from market participants' perspective, and requires disclosures about fair value measurements. For non-financial assets only, fair value is determined based on the highest and best use of the asset. Based on the Group's assessment, the adoption of the standard has no significant impact on its consolidated financial statements, and the Group has disclosed additional information about fair value measurements accordingly.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group
None.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the 2013 version of IFRSs as endorsed by the FSC:
| Effective date by International | |
|---|---|
| New Standards, Interpretations and Amendments | Accounting Standards Board |
| IFRS 9, 'Financial instruments' | January 1, 2018 |
| Sale of contribution of assets between an investor and its associate or joint venture (amendments to IFRS 10 and IAS 28) |
January 1, 2016 |
| Investment Entities: Applying the Consolidation Exception (IFRS 10, IFRS 12 and IAS 28) |
January 1, 2016 |
| Accounting for acquisition of interests in joint operations (amendments to IFRS 11) | January 1, 2016 |
| IFRS 14, 'Regulatory deferral accounts' | January 1, 2016 |
| IFRS 15, 'Revenue from contracts with customers' | January 1, 2018 |
| Disclosure Initiative (amendments to IAS 1) | January 1, 2016 |
| Clarification of acceptable methods of depreciation and amortization (amendments to IAS 16 and IAS 38) |
January 1, 2016 |
| Agriculture: bearer plants (amendments to IAS 16 and IAS 41) | January 1, 2016 |
| Defined benefit plans: employee contributions (amendments to IAS 19R) | July 1, 2014 |
| Equity method in separate financial statements (amendments to IAS 27) | January 1, 2016 |
| Recoverable amount disclosures for non-financial assets (amendments to IAS 36) | January 1, 2014 |
| Novation of derivatives and continuation of hedge accounting (amendments to IAS 39) | January 1, 2014 |
| IFRIC 21, 'Levies' | January 1, 2014 |
| Improvements to IFRSs 2010-2012 | July 1, 2014 |
| Improvements to IFRSs 2011-2013 | July 1, 2014 |
| Improvements to IFRSs 2012-2014 | January 1, 2016 |
The Group is assessing the potential impact of the new standards, interpretations and amendments above. The impact will be disclosed when the assessment is complete.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Except for compliance statement, basis of preparation and basis of consolidation, and certain significant accounting policies as follows, the rest are in agreement with Note 4 in the consolidated financial statements for the year ended December 31, 2014. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
- A. The consolidated financial statements of the Group have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and IAS 34. 'Interim Financial Reporting' as endorsed by the FSC.
- B. These consolidated financial statements should be read along with the consolidated financial statements for the year ended December 31, 2014.
(2) Basis of preparation
- A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:
- (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
- (b) Available-for-sale financial assets measured at fair value.
- (c) Liabilities on cash-settled share-based payment arrangements measured at fair value.
- (d)Defined benefit liabilities recognized based on the net amount of pension fund assets less unrecognized actuarial gains and present value of defined benefit obligation.
- B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the "IFRSs") requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
A. Basis for preparation of consolidated financial statements:
Basis for preparation of these consolidated financial statements is the same as that for the preparation of the consolidated financial statements as of and for the year ended December 31, 2014.
B. Subsidiaries included in the consolidated financial statements:
| Main business | Ownership (%) | ||||
|---|---|---|---|---|---|
| Name of investor | Name of subsidiary | activities | September 30, 2015 | December 31, 2014 | Description |
| Prince Housing & Development Corp. |
Prince Property Management Real estate managers Consulting Co., Ltd. |
100 | 100 | Note 2 | |
| Cheng-Shi Investment Holdings Co., Ltd. |
General investments | 100 | 100 | ||
| Prince Housing Investment Co., Ltd. |
Overseas investment | 100 | 100 | Note 2 | |
| BioSun Technology Co., Ltd. |
Anti-mildew's import and export |
100 | 100 | Note 2 | |
| Prince Ta-Chen Investment Co., Ltd. |
General investments | 99.97 | Notes 2 and 4 |
||
| Dong-Feng Enterprises Co., Ltd. |
Housebuilders and sales |
100 | 100 | Note 2 | |
| The Splendor Hotel Taichung Hotels and catering | 50 | 50 | Notes 1 and 2 | ||
| Time Square International Co., Ltd. |
Hotels and catering | 100 | 100 | Note 2 | |
| Jin-Yi-Xing Plywood Co. Ltd. |
Manufacture of plywood |
99.65 | 99.65 | Notes 2 and 6 |
| Main business | Ownership (%) | ||||
|---|---|---|---|---|---|
| Name of investor | Name of subsidiary | activities | September 30, 2015 | December 31, 2014 | Description |
| Prince Housing & Development Corp. |
Early Success Investments Ltd. |
Overseas investment | 100 | 100 | Notes 2 and 5 |
| Prince Industrial Co., Ltd. | Development of public housing and building |
100 | 100 | Note 2 | |
| Prince Real Estate Co., Ltd. | Real estate trading and leasing |
99.65 | $\overline{\phantom{0}}$ | Notes 2 and 6 | |
| Prince Property Management Consulting Co., Ltd. |
Prince Apartment Management Maintain Co., Ltd. |
Management of apartment |
100 | 100 | Note 2 |
| Prince Security Co., Ltd. | Security | 100 | 100 | Note 2 | |
| Cheng-Shi Investment Holdings Co., Ltd. |
Ta-Chen Construction & Engineering Corp. |
Construction | 100 | 100 | |
| Prince Utility Co., Ltd. | Electricity and water pipe maintenance |
100 | 100 | Note 2 | |
| Cheng-Shi Construction Co., Ltd. |
Construction | 100 | 100 | Note 2 | |
| Prince Ta-Chen Investment |
Prince Capital Inc. | Overseas investment |
100 | 100 | Notes 2, 4 and 5 |
| Ta-Chen Construction & Engineering Corp. |
Ta-Chen International (Brunei) Corp. |
Overseas investment |
100 | 100 | Notes 2 and 5 |
| Prince Capital Inc. | Prince Ventures USA Inc. |
Overseas investment |
100 | 100 | Notes 2, 4 and 5 |
| Ta-Chen International (Brunei) Corp. |
Ta Chen Construction & Engineering (Vietnam) Corp. |
Construction | 100 | 100 | Notes 2 and 5 |
| Main business | Ownership (%) | |||||
|---|---|---|---|---|---|---|
| Name of investor | Name of subsidiary | activities | September 30, 2014 | Description | ||
| Prince Housing & Development Corp. |
Prince Property Management Real estate managers Consulting Co., Ltd. |
100 | Note 2 | |||
| Cheng-Shi Investment Holdings Co., Ltd. |
General investments | 100 | ||||
| Prince Housing Investment Co., Ltd. |
Overseas investment | 100 | Note 2 | |||
| BioSun Technology Co., Ltd. | Anti-mildew's import and export |
100 | Note 2 | |||
| Prince Ta-Chen Investment Co., Ltd. |
General investments | 99.97 | Note 2 | |||
| Dong-Feng Enterprises Co., Ltd. |
Housebuilders and sales |
100 | Note 2 | |||
| The Splendor Hotel Taichung Hotels and catering | 50 | Notes 1 and 2 | ||||
| Time Square International Co., Ltd. |
Hotels and catering | 100 | Note 2 | |||
| Jin-Yi-Xing Plywood Co., Ltd. |
Manufacture of plywood |
99.65 | Note 2 | |||
| Early Success Investments Ltd. |
Overseas investment | 100 | Note 2 | |||
| Splendor Assets Management Real estate leasing Co., Ltd. |
50 | Notes 1, 2 and 3 |
||||
| Prince Industrial Co., Ltd. | Development of public housing and building |
100 | Note 2 |
| Main business | Ownership (%) | |||
|---|---|---|---|---|
| Name of investor | Name of subsidiary | activities | September 30, 2014 | Description |
| Prince Property Management Consulting Co., Ltd. |
Prince Apartment Management Maintain Co., Ltd. |
Management of apartment |
100 | Note 2 |
| Prince Security Co., Ltd. | Security | 100 | Note 2 | |
| Cheng-Shi Investment Holdings Co., Ltd. |
Ta-Chen Construction & Engineering Corp. |
Construction | 100 | |
| Prince Utility Co., Ltd. | Electricity and water pipe maintenance |
100 | Note 2 | |
| Cheng-Shi Construction Co., Ltd. | Construction | 100 | Note 2 | |
| Prince Ta-Chen Investment |
Prince Capital Inc. | Overseas investment | 100 | Note 2 |
| Ta-Chen Construction & Engineering Corp. |
Ta-Chen International (Brunei) Corp. |
Overseas investment | 100 | Note 2 |
| Prince Capital Inc. | Prince Ventures USA Inc. | Overseas investment | 100 | Note 2 |
| Ta-Chen International (Brunei) Corp. |
Ta Chen Construction & Engineering (Vietnam) Corp. |
Construction | 100 | Note 2 |
- Note 1: The Group does not directly or indirectly own above 50% of voting shares of The Splendor Hotel Taichung and Splendor Assets Management Co., Ltd. However, as the Group has control over the finance and operations of the two companies, they are included in the consolidated financial statements.
- Note 2:As the subsidiaries do not meet the definition of significant subsidiaries, their financial statements as of and for the nine months ended September 30, 2015 and 2014 were not reviewed by independent accountants.
- Note 3: Liquidation was completed in the fourth quarter of 2014.
- Note 4: The Company entered into a merger agreement with its subsidiary, Prince Ta-Chen Investment Co., Ltd. in May 2015. Under the merger, the Company has been the surviving company while Prince Ta-Chen Investment Co., Ltd. has been the dissolved company.
- Note 5: Prince Capital Inc., Prince Ventures USA Inc., Early Success Investments Ltd., Ta-Chen International (Brunei) Corp. and Ta-Chen Construction & Engineering (Vietnam) Corp. are now in the dissolution process.
- Note 6: The subsidiary was newly established from the land division of Jm-Yi-Xing Plywood Co., Ltd. on September 1, 2015.
- C. Subsidiaries not included in the consolidated financial statements: None.
- D. Adjustments for subsidiaries with different balance sheet dates: None.
- E. Significant restrictions: None.
- F. Subsidiaries that have non-controlling interests that are material to the Group: The Group's non-controlling interest is not material and thus, is not applicable.
(4) Employee benefits
A. Pensions - Defined benefit plans
Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. Also, the related information is disclosed accordingly.
B. Employees', directors' and supervisors' remuneration
Employees' remuneration and directors' and supervisors' remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated.
$(5)$ Income tax
The interim period income tax expense is recognized based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The above information is addressed below:
(1) Critical judgements in applying the Group's accounting policies
There is no significant change during the period. Please refer to Note 5 of the 2014 consolidated financial statements.
- (2) Critical accounting estimates and assumptions
- A. Impairment assessment of tangible and intangible assets (excluding goodwill)
The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.
B. Impairment assessment of investments accounted for under the equity method
The Group assesses the impairment of an investment accounted for under the equity method as soon as there is any indication that it might have been impaired and its carrying amount cannot be recoverable. The Group assesses the recoverable amounts of an investment accounted for under the equity method based on the present value of the Group's share of expected future
cash flows of the investee, and analyzes the reasonableness of related assumptions.
As of September 30, 2015, the Group's investments accounted for under the equity method, net of impairment loss, amounted to \$2,219,283.
C. Realisability of deferred income tax assets
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. Assessment of the realisability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets.
As of September 30, 2015, the Group recognized deferred income tax assets amounting to \$108,165.
D. Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As of September 30, 2015, the carrying amount of inventories was \$23,332,397.
E. Calculation of net defined benefit liabilities
When calculating the present value of defined pension obligations, the Group must apply judgements and estimates to determine the actuarial assumptions on balance sheet date. including discount rates and future salary growth rate. Any changes in these assumptions could significantly impact the carrying amount of defined pension obligations.
As of September 30, 2015, the carrying amount of net defined benefit liabilities was \$134,682.
F. Financial assets—fair value measurement of unlisted stocks without active market
The fair value of unlisted stocks held by the Group that are not traded in an active market is determined considering those companies' recent fund raising activities, fair value assessment of other companies of the same type, technical development status, market conditions and other economic indicators existing on balance sheet date. Any changes in these judgements and estimates will impact the fair value measurement of these unlisted stocks. Please refer to Note 12(3) for the financial instruments' fair value information.
As of September 30, 2015, the carrying amount of unlisted stocks without active market was \$234,612.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||
|---|---|---|---|---|
| Cash on hand and revolving funds | S | 63,476 | \$ 55,943 |
\$ 47,678 |
| Checking accounts and demand deposits |
2,037,358 | 1,642,033 | 1.921,063 | |
| Time deposits | 318,000 | 387,825 | 165,000 | |
| Repurchase bonds | 80,005 | 212,031 | ||
| 2,418,834 | 2,165,806 | 2,345,772 |
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
B. Details of the Group's cash and cash equivalents pledged to others as collateral are provided in Note 8.
(2) Financial assets and liabilities at fair value through profit or loss
| Items | September 30, 2015 | December 31, 2014 | September 30, 2014 |
|---|---|---|---|
| Current items: | |||
| Financial assets held for trading | |||
| Listed (TSE and OTC) stocks | \$ 264,520 |
\$ 264,520 |
\$ 264,520 |
| Beneficiary certificates | 37,665 | 17,665 | |
| 264,520 | 302,185 | 282,185 | |
| Financial assets held for trading | |||
| valuation adjustments | 46,325 | 63,619 | 57,678) |
| 310,845 | \$ 238,566 |
\$ 224,507 |
|
| Non-current items: | |||
| Financial assets held for trading | |||
| Beneficiary certificates | \$ 76,000 |
\$ 76,000 |
\$ 76,000 |
| Financial assets held for trading | |||
| valuation adjustments | 1,778 | 1,547 | 1,327 |
| 77,778 | \$ 77,547 |
\$ 77,327 |
A. The Group recognized net (loss) gain of (\$281), (\$11,388), 110,175 and (\$31,735) for the three months and nine months ended September 30, 2015 and 2014, respectively.
B. Details of the Group's financial assets at fair value through profit or loss pledged to others as collateral are provided in Note 8.
(3) Notes receivable, net
| September 30, 2015 | December 31, 2014 | September 30, 2014 | |
|---|---|---|---|
| Notes receivable | 153,370 | 148,952 | 90,569 |
| Less: Allowance for doubtful | |||
| accounts | 344). | 540) | 2,281) |
| 153,026 | 148,412 | 88,288 |
- A. The Group's notes receivable that were neither past due nor impaired were fully performing in line with the credit standards prescribed based on counterparties' industrial characteristics, scale of business and profitability.
- B. Movement analysis of financial assets that were impaired (allowance for doubtful accounts of notes receivable) is as follows:
| Nine month ended September 30 | |||
|---|---|---|---|
| 2015 | 2014 | ||
| At January 1 | \$ | 540 | 3,703 |
| Reversal of impairment | 196) | (.422) | |
| At September 30 | ¢ ۰Ľ |
344 æ |
.28 |
C. The Group does not hold any collateral as security.
(4) Accounts receivable, net
| September 30, $2015$ | December 31, 2014 | September 30, 2014 | |
|---|---|---|---|
| Accounts receivable | 814,359 | 5,362,404 | 698,933 |
| Less: Allowance for doubtful | 5.002) | 7,045 | 7,140) |
| accounts | 809,357 | 5.355,359 | 691.793 |
A. The Group's accounts receivable that were neither past due nor impaired were fully performing in line with the credit standards prescribed based on counterparties' industrial characteristics, scale of business and profitability. Accounts receivable are classified into 3 categories:
(a) Sale of real estate: collection of customers' loans from banks.
(b)Construction contracts and sales of service: from customers with optimal collection record.
(c)Receivables from travel department: mainly from credit card payments.
B. The ageing analysis of accounts receivable that were past due but not impaired is as follows:
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||
|---|---|---|---|---|
| Up to 60 days | 28,167 | 37,257 | 33,343 | |
| 61 to 120 days | 2,578 | 2,996 | 4,022 | |
| 121 to 180 days | 526 | 866 | 378 | |
| Over 180 days | 3,326 | 1,836 | 1,649 | |
| 34,597 | S | 42,955 | 39,392 |
The above ageing analysis was based on past due date.
C. Movement analysis of financial assets that were impaired (allowance for doubtful accounts of accounts receivable) is as follows:
| Nine months ended September 30 | ||
|---|---|---|
| 2015 | 2014 | |
| At January 1 | \$ 7.045 |
7.446 |
| Write-offs during the period | 2,043) | 306) |
| At September 30 | 5,002 | 7.140 |
The Group analyses based on any changes to credit quality in accounts receivable of individual customers from the initial granting date until the financial period-end, historical experience and current financial condition, to estimate the amount that may not be recovered.
- D. The Group does not hold any collateral as security.
- (5) Construction contracts receivable (payable)
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||||
|---|---|---|---|---|---|---|
| Aggregate cost incurred plus recognised | \$ | 25,272,502 \$ | 24,567,420 \$ | 27,278,261 | ||
| profits (less recognised losses) | ||||||
| Less: progress billings | 24,371,470) | 23,962,489) | 26,605,784) | |||
| Net balance sheet position for construction | ||||||
| in progress | 901,032 | S | 604,931 | S | 672,477 | |
| Presented as: | ||||||
| Due from customers for contract work | S | 1,363,260 | -S | 955,890 \$ | 1,260,558 | |
| Due to customers for contract work | 462,228) | 350,959) | 588,081) | |||
| 901,032 | \$ | 604,931 | 672,477 |
As at September 30, 2015, December 31, 2014 and September 30, 2014, the retainage relating to construction contracts amounted to \$1,142,006, \$1,517,237 and \$906,771 respectively; the advances received before the related construction contracts are performed amounted to \$719,619.
$\bar{\alpha}$
(6) Inventories
| September 30, 2015 | |||||
|---|---|---|---|---|---|
| Allowance for | |||||
| Cost | valuation loss | Book value | |||
| Land held for construction site | \$ 11,942,842 |
(S) | 65,372) | - \$ | 11,877,470 |
| Construction in progress | 3,831,703 | 3,831,703 | |||
| Buildings and land held for sale | 4,393,321 | - ( | 49,432) | 4,343,889 | |
| Prepayment for land | 1,466,664 | 1,466,664 | |||
| Prepayment for buildings and land |
1,766,196 | 1,766,196 | |||
| Merchandise | 46,475 | 46,475 | |||
| \$ 23,447,201 |
( | 114,804) | \$ | 23,332,397 | |
| December 31, 2014 | |||||
| Allowance for | |||||
| Cost | valuation loss | Book value | |||
| Land held for construction site | \$ 12,227,731 |
$($ \$ | 65,372) \$ | 12,162,359 | |
| Construction in progress | 2,407,057 | 2,407,057 | |||
| Buildings and land held for sale | 4,357,942 | - ( | 51,446) | 4,306,496 | |
| Prepayment for land | 1,509,913 | 1,509,913 | |||
| Prepayment for buildings and land |
510,880 | 510,880 | |||
| Merchandise | 28,914 | 28,914 | |||
| \$ 21,042,437 |
(\$ | 116,818) | \$ | 20,925,619 | |
| September 30, 2014 | |||||
| Allowance for | |||||
| Cost | valuation loss | Book value | |||
| Land held for construction site | \$ 14,925,441 |
- (\$ | 75,799) \$ | 14,849,642 | |
| Construction in progress | 4,853,867 | 4,853,867 | |||
| Buildings and land held for sale | 843,894 | - ( | 55,425) | 788,469 | |
| Prepayment for land | 1,417,088 | 1,417,088 | |||
| Prepayment for buildings and land |
978,495 | 978,495 | |||
| Merchandise | 28,172 | 28,172 | |||
| \$ 23,046,957 |
( | 131,224) | \$ | 22,915,733 |
A. The cost of inventories recognized as expense for the three months and nine months ended September 30, 2015 and 2014, was \$1,409,000, \$2,126,208, \$5,093,749 and \$6,692,095, respectively, including the amount of \$0, \$2,040, \$2,014 and \$7,352, respectively that the Group wrote down from cost to net realizable value accounted for as cost of goods sold.
- B. Details of the Group's inventories pledged to others as collateral are provided in Note 8.
- C. The interest capitalized as cost of inventory is as follows:
| Three months ended September 30, | |||||
|---|---|---|---|---|---|
| 2015 | 2014 | ||||
| Interest paid before capitalization | \$ | 117,728 | \$ | 125,837 | |
| Interest capitalized | \$ | 41,584 | \$ | 52,779 | |
| Annual interest rate used for capitalization | 1.52%-2.95% | 1.98%-3.25% | |||
| Nine months ended September 30, | |||||
| 2015 | 2014 | ||||
| Interest paid before capitalization | \$ | 357,016 | \$ | 407,875 | |
| Interest capitalized | \$ | 103,670 | \$ | 140,869 | |
| Annual interest rate used for capitalization | 1.52%-3.20% | 1.63%-3.25% | |||
| D. Details of significant inventories: | |||||
| (a) Buildings and land in progress | |||||
| Taipei branch | September 30, 2015 December 31, 2014 September 30, 2014 | ||||
| Prince Yun Ding (XinZhuang Fuduxin) | \$ 1,663,459 |
$\boldsymbol{\mathsf{S}}$ | 1,501,814 | \$ | 1,454,991 |
| Ling Ko Dist. Li Shing Section No. 1209, etc. Prince Fu III (Taoyuan Qing Sun Section |
1,349,642 | 1,322,911 | 1,322,414 | ||
| No. 446) New Taipei City Shing Jheng Section No. 883, |
1,056,191 | 971,180 | 935,282 | ||
| etc. Bali Dist Chung Chang section |
961,506 | 945,978 | 945,755 | ||
| No. 2222 and 211-1, etc. | 685,665 | ||||
| Jhong Li City Shuang Ling Section No. 1449, etc. Prince Hua Wei (Shilin Dist. Zhishan Section |
307,657 | 297,100 | 293,916 | ||
| No. 602, etc.) | 61,732 | 48,855 | 33,104 | ||
| Prince Fu II (Taoyuan Qing Xi Section No. 462) | 1,230,016 | 1,083,566 | |||
| Nei Hu Tanmei Section | 3,638,802 | ||||
| Others | 30 | 10 | |||
| \$ 6,085,852 |
₹ | 6,317,884 | \$ | 9,707,840 |
| Taichung branch | September 30, 2015 December 31, 2014 September 30, 2014 | |||||
|---|---|---|---|---|---|---|
| The Cloud Century (Kao An Section No. 12-12, etc.) | -S | 1,251,022 | \$. | 698,226 | -S | 1,296,258 |
| Ping Hsin Section No. 694, etc. | 863,581 | 858,448 | ||||
| Chin Fon Gin (Tu Ku Section No. 8-2, etc.) | 732,743 | 575,092 | 521,780 | |||
| Prince Yu Ding (Hui Li Section No. 195) | 686,036 | 620,697 | 587,737 | |||
| Hai Yan (Tai Huo Section No. 29) | 635,255 | 489,564 | 433,723 | |||
| Chaotun Section No. 755, etc. | 250,106 | 249,147 | ||||
| Jin Shuei Dist. Wu Show Section No. 1037, No.1038, No.1040, etc. |
195,947 | 195,758 | 195,758 | |||
| Hsinfuliao Section No.1096, No.1108, No.1098, etc. |
159,937 | |||||
| Jing Yun Sian (Tu Ku Section No. 73-11, etc.) | 980,740 | |||||
| Others | 29,093 | 27,422 | 32,719 | |||
| \$ | 4,803,720 | \$ | 3,714,354 | \$ | 4,048,715 | |
| Tainan branch | ||||||
| Jin Hua Section No. 1361 | \$ | 687,247 | \$ | 687,232 | S. | 687,151 |
| Hsin Ying Section No. 841-9 | 524,317 | 485,101 | 484,111 | |||
| Flower Bo Five (Hou Guan Section No. 34, No. 34-1, etc.) |
512,653 | 51,010 | 14,735 | |||
| Jum Fon Huei (Yu Ming Section No. 681-8) | 237,034 | 183,812 | 180,743 | |||
| Shan Chia Section No939, etc. | 143,979 | |||||
| Bei An Lot No. 56-10, etc. | 62,073 | 62,073 | ||||
| Prince WIN-W Suite (A) (Shan Chia Section No. 923, etc.) |
316,704 | |||||
| Ren Wu Dist. Xia Hai Lot | 128,105 | |||||
| Chin An Section No.387 | 17,930 | |||||
| Others | 9,920 | 7,364 | 3,524 | |||
| \$ | 2,115,150 | S | 1,476,592 | \$ | 1,895,076 | |
| Kaohsiung branch | ||||||
| Nanzi subsection No. 158 | \$ | 35,907 \$ | \$ | |||
| Ren Wu New Hougang West Section (No. 39~No. 76, etc) |
30,976 | 3,736 | 2,888 | |||
| Others | 334 | |||||
| \$ | 66,883 | \$ | 3,736 | \$ | 3,222 | |
| Total buildings and land in progress | \$ | 13,071,605 | S. | 11,512,566 | S. | 15,654,853 |
| (b) Land held for construction site | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | ------------------------------------- | -- |
$\mathcal{L}^{\text{max}}{\text{max}}$ , where $\mathcal{L}^{\text{max}}{\text{max}}$
| Taipei branch | September 30, 2015 December 31, 2014 September 30, 2014 | |||
|---|---|---|---|---|
| Zhong Li Pu Ren Lot No. 720, etc. | \$ 140,156 |
$\mathcal{S}$ | 140,156 | \$ 140,156 |
| Shi Lin, Chih Cheng Road, Lot subsection No. 619 | 14,819 | |||
| Others | 5,978 | 6,274 | 6,274 | |
| \$ 146,134 |
\$ | 146,430 | \$ 161,249 |
|
| Taichung branch | ||||
| Song Quan Lot No. 164 etc. | \$ 176,296 |
-S | 176,296 | \$ 176,296 |
| Wu Feng Lot No. 365~855 etc. | 175,661 | 175,661 | 175,661 | |
| Song Chang Lot No. 557 etc. | 19,912 | 19,912 | 19,912 | |
| Xi Zhou Lot No. 112-54 etc. | 11,941 | 11,941 | 11,941 | |
| Ping Hsin Section No. 694, etc. | 853,475 | |||
| Chaotun Section No. 755, etc. | 246,715 | |||
| Others | 26,322 | 24,134 | 24,134 | |
| \$ 410,132 |
\$ | 407,944 | \$ 1,508,134 |
|
| Tainan branch | ||||
| Ren Wu New Hougang West Section No. 52, etc. | \$ 829,021 |
\$ | \$ | |
| Shan Zhong Lot No. 1468, 1475 & 1476 etc. | 234,699 | 234,699 | 234,699 | |
| Ren Wu New Hougang West Section No. 69, No. 70, etc. |
112,876 | 112,876 | ||
| Chin An Section No. 297, etc. | 79,660 | 78,928 | 80,603 | |
| Bei An Section No. 56-10, etc. | 62,056 | |||
| Xue Zhong Lot No. 679, etc. | 50,798 | 50,798 | 50,798 | |
| Yong Kang Ding An Lot No. 879, etc. | 28,610 | 28,610 | 28,610 | |
| Bei An Section No. 54-3, etc. | 15,344 | 15,344 | 15,344 | |
| Chin An Section No. 373, etc | 15,139 | 15,139 | 15,139 | |
| Bao An Lot No. 882, etc. | 10,325 | 10,325 | 10,325 | |
| Ren Wu New Hougang West Section No. 8~90, etc | 1,538,447 | |||
| Shan Chia Section No. 939, etc. | 108,111 | 108,095 | ||
| Others | 18,833 | 19,360 | 20,615 | |
| \$ 1,457,361 |
\$ | 674,190 | \$ 2,102,675 |
|
| Kaohsiung branch | ||||
| Da Hua Lot No. 434 & 436 | \$ 13,923 |
S | 13,923 | \$ 13,923 |
| Qian Jin Section Whn Dong Lot No. 16 | 14,964 | |||
| \$ 13,923 |
\$ | 13,923 | \$ 28,887 |
|
| Total land held for construction site | \$ 2,027,550 |
\$ | 1,242,487 | \$ 3,800,945 |
| Taipei branch | September 30, 2015 December 31, 2014 September 30, 2014 | |||
|---|---|---|---|---|
| Prince Tanmei | \$ 2,270,855 |
-\$ | 2,458,201 \$ | |
| Prince Fu II | 1,717,469 | |||
| Taipei Shinyi | 106,741 | 178,874 | 178,874 | |
| Prince Dragon House III | 42,432 | 42,432 | 44,859 | |
| Prince Central Park | 33,689 | 56,530 | 56,530 | |
| Prince Da Din | ||||
| 12,446 | 12,657 | 12,657 | ||
| Prince Guo Boa | 5,738 | 5,738 | 8,837 | |
| Prince Fu | 44,480 | |||
| Others | 546 | 546 | 727 | |
| \$ 4,189,916 |
\$ | 2,754,978 | \$ 346,964 |
|
| Taichung branch | ||||
| Prince Fu | \$ 39,528 |
\$ | 67,815 | \$ 104,617 |
| The Cloud Century B | 28,431 | 441,774 | ||
| Jing Yun Sian | 13,418 | 458,590 | ||
| The Cloud Century C | 6,617 | 374,356 | ||
| Others | 10,889 | 10,889 | 10,889 | |
| \$ 98,883 |
\$ | 1,353,424 | \$ 115,506 |
|
| Tainan branch | ||||
| Tun Sha Building III | \$ 28,376 |
\$ | 28,376 | \$ 28,376 |
| Jun Chan LV | 19,725 | 19,725 | 19,725 | |
| Prince Golden Age | 19,572 | 19,572 | 19,572 | |
| Prince WIN-W Suite (A) | 7,402 | 10,439 | ||
| Prince WIN-I Mansion | 61,350 | 118,124 | ||
| Prince WIN-W Suite (B) | 5,736 | |||
| Prince Dragon | 1,081 | 3,242 | ||
| Prince i-Cloud | 10,966 | |||
| Others | 2,188 | 11,961 | 11,961 | |
| \$ 77,263 |
\$ | 152,504 | \$ 217,702 |
|
| Kaohsiung branch | ||||
| Prince Hua Yang | \$ 79,875 |
\$ | 156,111 | \$ 215,575 |
| Prince Dai Din | 10,431 | 11,736 | 11,736 | |
| \$ 90,306 \$ |
167,847 | \$ 227,311 |
||
| Total buildings and land held for sale | \$ 4,456,368 \$ |
4,428,753 \$ | 907.483 |
(c)Buildings and land held for sale
(d)Prepayment for land
| Taipei branch | September 30, 2015 December 31, 2014 September 30, 2014 | |||||
|---|---|---|---|---|---|---|
| Bail Dist. Chung Chang Section No. 222 | \$ | -S | 66,260 | S | ||
| Taichung branch Chaotun Township HsinFuLiao Section |
\$ | S | 16,000 | S | ||
| No. 1097, etc. Tainan branch |
||||||
| Ren Wu Dist. Xia Hai Lot No. 978, etc. Others |
\$ | 1,466,664 \$ | 1,685,715 2,665 |
-S | 1,645,499 10,665 |
|
| \$ | 1,466,664 | S. | 1,688,380 | S. | 1,656,164 | |
| Total prepayment for land | S | 1,466,664 | 1,770,640 | \$ | 1,656,164 | |
| (e)Prepayment for buildings and land | ||||||
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||||
| Taisugar Kao An Section | \$ | 1,157,542 \$ | 252,098 | S | 820,447 | |
| Taisugar He Guan Section | 382,382 | 158,042 | 158,042 | |||
| Taisugar Nanzi Section | 188,472 | 62,940 | ||||
| Prince Yun Ding | 37,800 | 37,800 | ||||
| Others | 6 |
$\frac{\mathcal{S}}{\mathcal{S}}$
1,766,196
$\overline{\mathbf{S}}$
$510,880$ \$
978,495
| Estimated | Percentage | Accumulated | ||
|---|---|---|---|---|
| itract Name of construction con |
Contract amount | construction cost | of completion | construction profit/(loss) |
| Tainan Spinning Dream Mall | 5,029,591 ↔ |
4,898,454 ⊷ |
89.59% | 117,486 ↔ |
| Taipei City Hall Bus Station | 4,785,639 | 4,677,757 | 99.86% | 107,731 |
| New Construction of Chaojhou Railway Station | 4,217,480 | 4,049,711 | 97.08% | 162,870 |
| Tseng-Wen Reservoir | 3,161,533 | 2,850,708 | 99.00% | 307,717 |
| West Coast Expressway 130K FangLi to Dia An Construction | 2,058,381 | 1,969,741 | 29.03% | 25,732 |
| Taoyuan MRT Airport Line - CU03 | ,627,671 | 1,558,409 | 100.00% | 69,262 |
| San Bau Bei Tou DaYe - New Construction | ,521,905 | 1,430,405 | 34.56% | 31,622 |
| Improvement plan for High Speed Railway ground access road in Changhua |
,210,476 | 1,156,005 | 57.04% | 31,070 |
| (b) As of December 31, 2014, significant constructions are set forth below: | ||||
| Estimated | Percentage | Accumulated | ||
| Name of construction contract | Contract amount | construction cost | of completion | construction profit/(loss) |
| Tainan Spinning Dream Mall | 5,029,591 ↔ |
4,898,454 ↔ |
86.39% | 113,289 ↔ |
| Taipei City Hall Bus Station | 4,785,639 | 4,677,757 | 99.86% | 107,731 |
| New Construction of Chaojhou Railway Station | 3,888,161 | 3,698,014 | 91.50% | 173,985 |
| Tseng-Wen Reservoir | 3,010,793 | 2,834,474 | 98.52% | 173,709 |
| West Coast Expressway 130K FangLi to Dia An Construction | 2,058,381 | 1,969,741 | 13.02% | 11,541 |
| Taoyuan MRT Airport Line - CU03 | ,595,537 | 1,554,941 | 99.85% | 40,536 |
| San Bau Bei Tou DaYe - New Construction | ,521,905 | ,430,405 | 17.49% | 16,003 |
| Western Coast Express - WH53-1 | ,307,465 | ,310,496 | 100.00% | 3,031) |
| Improvement plan for High Speed Railway ground access road in Changhua |
1,210,476 | 1,156,005 | 20.15% | 10,976 |
E. Disclosure of significant constructions:
(a) As of September 30, 2015, significant constructions are set forth below:
$-26-$
| Estimated | Percentage | Accumulated | ||
|---|---|---|---|---|
| Name of construction contract | Contract amount | construction cost | of completion | construction profit/(loss) |
| Tainan Spinning Dream Mall | 5,029,591 | 4,898,454 | 77.97% | 102,248 |
| Taipei City Hall Bus Station | 4,611,635 | 4,503,753 | 99.84% | 107,709 |
| New Construction of Chaojhou Railway Station | 3,888,161 | 3,698,014 | 84.17% | 160,047 |
| Tseng-Wen Reservoir | 3,010,793 | 2,792,474 | 98.92% | 215,961 |
| West Coast Expresswary 130K FangLi to Dia An Construction | 2,058,381 | 1,969,741 | 2.59% | 2,296 |
| Taoyuan MRT Airport Line - CU03 | ,595,537 | 1,554,941 | 99.62% | 40,442 |
| San Bau Bei Tou Da Ye - New Construction | ,521,905 | ,430,405 | 11.53% | 10,550 |
| Western Coast Express - WH53-1 | ,307,465 | 1188,411 | $00.00\%$ | 9,054 |
| Improvement plan for High Speed Railway ground access road in Changhua |
1,210,476 | ,156,005 | 9.29% | 5,060 |
(c) As of September 30, 2014, significant constructions are set forth below:
(7) Other current assets
| Items | September 30, 2015 December 31, 2014 September 30, 2014 | |||||
|---|---|---|---|---|---|---|
| Deferred sales commission | \$ | 474,932 | S. | 507,245 | S. | 757,936 |
| Others | 37,165 | 14,559 | 28,850 | |||
| \$ | 512,097 | \$ | 521,804 | \$ | 786,786 | |
| (8) Available-for-sale financial assets | ||||||
| Items | September 30, 2015 December 31, 2014 September 30, 2014 | |||||
| Non-current items: | ||||||
| Listed (TSE and OTC) stocks | $\mathbf S$ | 119,398 | -\$ | 153,845 | -S | 213,136 |
| Emerging stocks | 3.940 | 7,341 | ||||
| Unlisted stocks | 44,561 | 40,101 | 38,849 | |||
| 163,959 | 197,886 | 259,326 | ||||
| Valuation adjustment of available- for-sale financial assets |
1,130,602 | 1,428,192 | 1,382,758 | |||
| \$ | 1,294,561 | \$ | 1,626,078 | S | 1,642,084 |
- A. The Group recognized \$155,576, (\$279,642), (\$292,734) and (\$554,903) in other comprehensive income (loss) for fair value change for the three months and nine months ended September 30, 2015 and 2014, respectively.
- B. The fair value of some of the Group's available-for-sale financial assets declined significantly below its initial investment cost. The Group therefore recognized impairment loss of \$11,814 for the nine months ended September 30, 2014, including the amount of \$11,814 that was transferred from equity to profit or loss.
- C. Details of the Group's available-for-sale financial assets pledged to others as collateral are provided in Note 8.
- (9) Financial assets measured at cost
| ltems | September 30, 2015 December 31, 2014 September 30, 2014 | ||
|---|---|---|---|
| Non-current items: | |||
| Unlisted stocks | 887.529 \$ | 887,529 \$ | 887.529 |
A. Based on the Group's intention, its investment in President Energy Development Ltd. and President International Development Corp. should be classified as 'available-for-sale financial assets'. However, as President Energy Development Ltd. and President International Development Corp. stocks are not traded in an active market, and no sufficient industry information of companies similar to President Energy Development Ltd. and President International Development Corp., or President Energy Development Ltd. and President International Development Corp.'s financial information cannot be obtained, the fair value of the investment in President Energy Development Ltd. and President International Development Corp. stocks cannot be measured reliably. The Group classified
those stocks as 'financial assets measured at cost'.
B. Details of the Group's financial assets measured at cost pledged to others as collateral are provided in Note 8.
(10) Investments accounted for under equity method
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||||
|---|---|---|---|---|---|---|
| Name of associates | Carrying amount |
Percentage of ownership |
Carrying amount |
Percentage of ownership |
Carrying amount |
Percentage of ownership |
| Geng-Ding Co., Ltd. | \$ 333,687 |
30.00% | S 326,959 |
30.00% | \$ 335,770 |
30.00% |
| Uni-President Development Corp. | 1,344,783 | 30.00% | 1.311,431 | 30.00% | 1,288,651 | 30.00% |
| Amida Truslink Assets Management Co., Ltd. (Note) |
$\blacksquare$ | 45.21% | 36,198 | 45.21% | 27,623 | 45.21% |
| PPG Investment Inc. | 14.531 | 27.27% | 17,859 | 27.27% | 62,970 | 27.27% |
| Queen Holdings Ltd. | 359,659 | 27.27% | 338,663 | 27.27% | 311,964 | 27.27% |
| Ming-Da Enterprise Co., Ltd. | 166,623 | 20.00% | 151,132 | 20.00% | 150,004 | 20.00% |
| \$2,219,283 | \$2,182,242 | \$2,176,982 |
Note: As of September 30, 2015, the book value of the Company's investment in Amida Truslink Assets Management Co., Ltd. was below zero thus, the investment was transferred to other non-current liabilities' which amounted to \$110,194.
Associates
A. The basic information of the associates that are material to the Group is as follows:
| Principal place | Nature of | Methods of | |
|---|---|---|---|
| Company name | of business | relationship | measurement |
| Uni President Development Corp. |
Taiwan | The Group holds more than 20% of voting rights |
Equity method |
B. The summarized financial information of the associates that are material to the Group is as follows:
Balance sheet
| Uni President Development Corp. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2015 December 31, 2014 September 30, 2014 | |||||||||||
| Current assets | \$ | 356,546 | S | 1,157,049 | -\$ | 1,184,016 | |||||
| Non-current assets | 9,731,621 | 9,209,813 | 9,314,359 | ||||||||
| Current liabilities | 3,398,385) ( | 2,898,391) ( | 3,011,670) | ||||||||
| Non-current liabilities | 2,207,173 | 3,097,036) | 3,191,399) | ||||||||
| Total net assets | 4,482,609 | S | 4,371,435 | ς | 4,295,306 | ||||||
| Share in associate's net assets | 1,344,783 | \$ | 1,311,431 | \$ | 1,288,651 |
Statements of comprehensive income
| Uni President Development Corp. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| Revenue | 247,796 | S | 253,039 | |||||
| Profit for the period from continuing operations | S | 43,952 | \$ | 43,596 | ||||
| Total comprehensive income | 43,952 | \$ | 43,596 | |||||
| Uni President Development Corp. | ||||||||
| Nine months ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| Revenue | 770,955 | \$ | 775,394 | |||||
| 153,786 | ||||||||
| Profit for the period from continuing operations | -S | S | 146,291 |
C. The carrying amount of the Group's interests in all individually immaterial associates and the Group's share of the operating results are summarized below:
As of September 30, 2015, December 31, 2014 and September 30, 2014, the carrying amount of the Group's individually immaterial associates amounted to \$764,306, \$870,811 and \$888,331 respectively.
| Three months ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | ||||||||
| Profit (loss) for the period from continuing operations |
179,432) | S | 106,090 | ||||||
| Total comprehensive income (loss) | 179,432) | 106,090 | |||||||
| Nine months ended September 30, | |||||||||
| 2015 | 2014 | ||||||||
| Profit for the period from continuing operations |
66,584 | S | 239,480 | ||||||
| Total comprehensive income | \$ | 66.584 | 239.480 |
- D. The Group's investments had no quoted market price.
- E. Investments accounted for using equity are based on unreviewed financial statements of each investee. Share of profit (loss) of associates recognized was (\$51,426), \$56,976, \$17,795 and \$93,048 for the three months and nine months ended September 30, 2015 and 2014, respectively. Balance of investments was \$2,219,283 and \$2,176,982 as of September 30, 2015 and 2014, respectively. Certain investments accounted for under equity method as of December 31, 2014 are based on financial statements audited by other independent accountants, and
related investments amounted to \$719,679.
F. Details of the Group's investments accounted for under equity method pledged to others as collateral are provided in Note 8.
(11) Property, plant and equipment
A. Information of book values are as follows:
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||
|---|---|---|---|---|
| Land | \$ 2,858,947 |
-S | 2,858,947 | \$ 2,859,896 |
| Buildings | 3,432,698 | 3,557,664 | 3,589,104 | |
| Machinery and equipment | 8,732 | 9,809 | 9,972 | |
| Computer and communication equipment | 17,183 | 19,727 | 21,058 | |
| Transportation equipment | 3,818 | 4,333 | 3,398 | |
| Office equipment | 381,924 | 434,321 | 431,044 | |
| Leasehold improvements | ||||
| Other equipment | 67 444 | 70,571 | 76,784 | |
| Construction in progress and equipment | ||||
| under acceptance | 20,488 | 2,594 | 12,082 | |
| \$ 6,791,234 |
6,957,966 | 7,003,338 |
B. Changes in property, plant and equipment for the period are as follows:
| Nine months ended September 30, 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Opening net book amount |
Additions | Disposals | Reclassifications | Closing net book amount |
||||||
| Land | S | 2,858,947 | S | \$ | $\bullet$ | S $\overline{\phantom{0}}$ |
\$ | 2,858,947 | |||
| Buildings | 4,465,549 | 2,949 | 23,326) | 4,445,172 | |||||||
| Machinery and equipment | 14,476 | 14,476 | |||||||||
| Computer and communication equipment |
59,714 | 1,866 | 61,580 | ||||||||
| Transportation equipment | 11,729 | $\mathbf{u}$ | 271) | 11,458 | |||||||
| Office equipment | 788,300 | 12,327 | 3,747 | 190 | 797,070 | ||||||
| Leasehold improvements | 47,000 | 47,000 | |||||||||
| Other equipment | 90,999 | 2,607 | 2,055 | 167 | 91,718 | ||||||
| Construction in progress and | |||||||||||
| equipment under acceptance | 2,594 | 18,084 | 190) | 20,488 | |||||||
| 8,339,308 | S | 37,833 | ( | 29,399) | \$ 167 |
8,347,909 |
| Nine months ended September 30, 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Opening net | Closing net | |||||||||
| Cost | book amount | Additions | Disposals | Reclassifications | book amount | |||||
| Land | \$ | 2,790,924 | $\mathbf S$ | - | $($ \$ | $255)$ \$ | 69,227 | \$ | 2,859,896 | |
| Buildings | 4,355,227 | 14,897 ( | 30,896) | 116,113 | 4,455,341 | |||||
| Machinery and equipment | 14,286 | 14,286 | ||||||||
| Computer and communication equipment |
52,016 | 7,799 | 59,815 | |||||||
| Transportation equipment | 11,587 | -0 | 1,000) | 10,587 | ||||||
| Office equipment | 785,304 | $12,142$ ( | 94,311) | 61,279 | 764,414 | |||||
| Leasehold improvements | 47,000 | 47,000 | ||||||||
| Other equipment | 95,208 | $2,535$ ( | 4,637) | 2,831 | 95,937 | |||||
| Construction in progress and | ||||||||||
| prepayments for equipment | 105,344 | 48,606 | 141,868) | 12,082 | ||||||
| \$ | 8,256,896 | \$ | 85,979 | $($ \$ | 131,099) | \$ | 107,582 | \$ | 8,319,358 | |
| Nine months ended September 30, 2015 | ||||||||||
| Opening net | Closing net | |||||||||
| Accumulated depreciation | book amount | Additions | Disposals | Reclassifications | book amount | |||||
| Buildings | \$ | 907,885 | \$ | 127,915 (\$ | $23,326$ \$ | \$ | 1,012,474 | |||
| Machinery and equipment | 4,667 | 1,077 | 5,744 | |||||||
| Computer and communication equipment |
39,987 | 4,410 | 44,397 | |||||||
| Transportation equipment | 7,396 | 462 | - ( | 218) | 7,640 | |||||
| Office equipment | 353,979 | 64,914 | - ( | 3,747 | 415,146 | |||||
| Leasehold improvements | 47,000 | 47,000 | ||||||||
| Other equipment | 20,428 | 3,846 | 24,274 | |||||||
| \$ | 1,381,342 | \$ | 202,624 | (3) | 27,291) | S | \$ | 1,556,675 | ||
| Nine months ended September 30, 2014 | ||||||||||
| Opening net | Closing net | |||||||||
| Accumulated depreciation | book amount | Additions | Disposals | Reclassifications | book amount | |||||
| Accumulated depreciation | book amount | Additions | Disposals | Reclassifications | book amount | ||
|---|---|---|---|---|---|---|---|
| Buildings | \$ 769,370 \$ |
$127,618$ (\$ | 30,751) \$ | $\sim$ | \$ | 866,237 | |
| Machinery and equipment | 3,255 | 1,059 | ٠ | 4,314 | |||
| Computer and communication equipment |
34.673 | 4.084 | $\blacksquare$ | 38,757 | |||
| Transportation equipment | 7,182 | 576 | 569) | 7,189 | |||
| Office equipment | 363,515 | 53,060 | 83,205) | 333,370 | |||
| Leasehold improvements | 47,000 | 47,000 | |||||
| Other equipment | 17,003 | 3,779 | 1,629) | 19,153 | |||
| \$ 1,241,998 |
\$ 190,176 |
1\$ | 116, 154) | - \$ $\blacksquare$ |
S | 1,316,020 |
C. Details of the Group's property, plant and equipment pledged to others as collateral are provided in Note 8.
(12) Investment property
A. Information of book values are as follows:
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||
|---|---|---|---|---|
| Land | \$ | 203,494 \$ | 203,494 \$ | 203,494 |
| Leased assets-land | 2,592,235 | 2,592,342 | 2,593,366 | |
| Leased assets-buildings | 3,208,493 | 3,279,719 | 3,302,049 | |
| S | 6,004,222 | 6,075,555 | 6,098,909 |
B. Changes in investment property for the period are as follows:
| Nine months ended September 30, 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cost | Opening net book amount |
Additions | Disposals | Reclassifications | Closing net book amount |
||||
| Land | \$ | 203,494 | \$ | S | L. | \$ | \$ | 203,494 | |
| Leased assets-land | 2,592,342 | $71)$ ( | 36) | 2,592,235 | |||||
| Leased assets-buildings | 3,941,750 | $5,259$ ( | 2,768) | 3,933,723 | |||||
| S | 6,737,586 | \$ | $($ \$ | 5,330) $($ \$ | 2,804) | \$ | 6,729,452 | ||
| Nine months ended September 30, 2014 | |||||||||
| Opening net | Closing net | ||||||||
| Cost | book amount | Additions | Disposals | Reclassifications | book amount | ||||
| Land | \$ | 1,741,924 | \$ ÷ |
\$ | $-$ (\$ | 1,538,430) | \$ | 203,494 | |
| Leased assets-land | 3,204,530 | - ( | 611,164) | 2,593,366 | |||||
| Leased assets-buildings | 3,949,804 | 1,484 | 8,442) | 3,942,846 | |||||
| S | 8,896,258 | \$ 1,484 |
(3) | $8,442)$ (\$ | 2,149,594) | \$ | 6,739,706 | ||
| Nine months ended September 30, 2015 | |||||||||
| Opening net | Closing net | ||||||||
| Accumulated depreciation | book amount | Additions | Disposals | Reclassifications | book amount | ||||
| Leased assets-buildings | S | 662,031 | \$ 64,507 |
(3) | 884) (\$ | 424) | S | 725,230 | |
| Nine months ended September 30, 2014 | |||||||||
| Opening net | Closing net | ||||||||
| Accumulated depreciation | book amount | Additions | Disposals | Reclassifications | book amount | ||||
| Leased assets-buildings | \$ | 583,226 | \$ 65,308 |
$($ \$ | 7,737) | $\overline{\mathbf{r}}$ | \$ | 640,797 |
C. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:
$\ddot{\phantom{1}}$
| Three months ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||
| Rental revenue from the lease of the investment property | 91,769 94,406 |
|||||||
| Direct operating expenses arising from the investment property that generated rental income in the period |
39,849 38,946 S |
|||||||
| Direct operating expenses arising from the investment property that did not generate rental income in the |
||||||||
| period | S | |||||||
| Nine months ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| Rental revenue from the lease of the investment property | 279,412 280,945 |
|||||||
| Direct operating expenses arising from the investment property that generated rental income in the period |
116,098 118,052 |
|||||||
| Direct operating expenses arising from the investment property that did not generate rental income in the |
D. As of September 30, 2015, December 31, 2014 and September 30, 2014, the fair value of the investment property held by the Group was \$12,885,493 \$12,935,936 and \$12,949,295, respectively. The Group management estimated the fair value based on market evidence on transaction price of similar property and assessed value.
E. Information about the investment property that was pledged to others as collateral is provided in Note 8.
(13) Intangible assets
A. Information of book values are as follows:
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||||
|---|---|---|---|---|---|---|
| Service concession | S | 2,315,752 \$ | 2,361,692 \$ | 2,377,005 | ||
| Software | 1.120 | 803 | 878 | |||
| Trademarks and licences | 286 | 500 | 571 | |||
| S | 2,317,158 | 2,362,995 | 2,378,454 |
B. Changes in intangible assets for the period are as follows:
| Nine months ended September 30, 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Opening net book amount |
Additions | Disposals | Reclassifications | Closing net book amount |
||||||
| Service concession | \$ 2,868,372 |
- \$ | ψ, | S | - \$ | $\blacksquare$ | S | 2,868,372 | |||
| Software | 19,559 | 530 | 17,169) | ٠ | 2,920 | ||||||
| Trademarks and licences | 3,139 | 3,139 | |||||||||
| 2,891,070 | \$ | 530 | (\$ | 17.169) | -S | $\blacksquare$ | 2,874,431 |
| Nine months ended September 30, 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Opening net book amount |
Additions | Disposals | Reclassifications | Closing net book amount |
|||||
| Service concession | \$ 2,868,372 |
S | \$ | \$ | \$ 2,868,372 |
|||||
| Software | 18,189 | 407 | 18,596 | |||||||
| Trademarks and licences | 3,139 | 3,139 | ||||||||
| 2,889,700 S. |
407 S |
\$ | \$ | 2,890,107 S |
||||||
| Nine months ended September 30, 2015 | ||||||||||
| Opening net | Closing net | |||||||||
| Accumulated Amortization | book amount | Additions | Disposals | Reclassifications | book amount | |||||
| Service concession | \$ 506,680 |
\$ 45,940 |
\$ | \$ | \$ 552,620 |
|||||
| Software | 18,756 | 213 | 17,169) -6 |
1,800 | ||||||
| Trademarks and licences | 2,639 | 214 | 2,853 | |||||||
| 528,075 | S 46,367 |
(\$ 17,169) |
\$ | \$ 557,273 |
||||||
| Nine months ended September 30, 2014 | ||||||||||
| Opening net | Closing net | |||||||||
| Accumulated Amortization | book amount | Additions | Disposals | Reclassifications | book amount | |||||
| Service concession | \$ 445,427 |
\$ 45,940 |
\$ | \$ | \$ 491,367 |
|||||
| Software | 16,902 | 816 | 17,718 | |||||||
| Trademarks and licences | 2,355 | 213 | 2,568 | |||||||
| \$ 464,684 |
\$ 46,969 |
\$ | \$ | \$ 511,653 |
C. Details of amortization on intangible assets are as follows:
| Three months ended September 30. | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||
| Operating costs | \$ | 15,314 - \$ |
15,314 | |||||
| Administrative expenses | 161 | 149 | ||||||
| \$ | 15,475 \$ |
15,463 | ||||||
| Nine months ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| Operating costs | \$ | 45,940 -\$ |
45,940 | |||||
| Administrative expenses | 427 | 1,029 | ||||||
| ς | 46,367 \$ |
46,969 | ||||||
| (14) Short-term borrowings | ||||||||
| $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $20.2017 \text{ m}$ |
$\blacksquare$ |
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||||
|---|---|---|---|---|---|---|
| Unsecured borrowings | S | 2,044,874 \$ | $1,623,084$ \$ | 1,790,000 | ||
| Secured borrowings | 1,680,000 | 1,682,500 | 2,332,584 | |||
| 3,724,874 | 3,305,584 | 4,122,584 | ||||
| Interest rate range | $1.92\% \sim 2.59\%$ | $1.92\% - 2.59\%$ | $1.95\% \sim 2.70\%$ |
$\mathcal{A}^{\mathcal{A}}$
For details of pledged assets, please refer to Note 8.
(15) Short-term bills payable
| September 30, 2015 December 31, 2014 September 30, 2014 | |||||
|---|---|---|---|---|---|
| Commercial papers | \$ | 1,229,600 | 2,605,000 | -8 | 2,496,000 |
| Less: Unamortized discount | 885) | 2,482) | 2,354) | ||
| S | 1,228,715 | 2,602,518 | 2,493,646 | ||
| Interest rate range | $0.56\%$ ~2.46% | $0.79\% - 2.48\%$ | $0.73\% \sim 2.50\%$ |
A. The above commercial papers were issued by banks and bills financial institutions.
B. For details of pledged assets, please refer to Note 8.
(16) Receipts in advance
| Items | September 30, 2015 December 31, 2014 | September 30, 2014 | |||
|---|---|---|---|---|---|
| Advance real estate receipts | \$ 2,814,605 |
S | 2,728,482 | \$ | 3,985,355 |
| Advance rent | 192,041 | 192,169 | 134,172 | ||
| Other advance receipts | 121,299 | 116,484 | 132,937 | ||
| \$ 3,127,945 |
\$ | 3,037,135 | \$ | 4,252,464 | |
| $(17)$ Bonds payable | |||||
| September 30, 2015 | December 31, 2014 | September 30, 2014 | |||
| 2012 1st secured ordinary | |||||
| bonds payable | \$ 2,000,000 |
-\$ | 2,000,000 | S | 2,000,000 |
| 2013 1st secured ordinary | |||||
| bonds payable | 2,500,000 | 2,500,000 | 2,500,000 | ||
| 4,500,000 | S | 4,500,000 | 4,500,000 |
- A. The Group issued secured ordinary bonds payable in July 2012. The significant terms of the bonds are as follows:
- (a)Total issue amount: $$2,000,000$
- (b) Issue price: At par value of \$100 per bond
- (c)Coupon rate: 1.33%
- (d)Terms of interest repayment: The bonds interest is calculated on simple rate every year starting July 2012 based on the coupon rate.
- (e)Repayment term: The bonds are repaid upon the maturity of the bonds.
- (f)Period: 5 years, from July 12, 2012 to July 12, 2017
- (g) The way of security: The bonds are secured by Bank of Taiwan.
(h)Guarantee Bank: The bonds are guaranteed by Mega International Commercial Bank.
- B. The Group issued secured ordinary bonds payable in November 2013. The significant terms of the bonds are as follows:
- (a)Total issue amount: $$2,500,000$
- (b) Issue price: At par value of \$100 per bond
- (c)Coupon rate: $1.55%$
- (d)Terms of interest repayment: The bonds interest is calculated on simple rate every year starting November 2013 based on the coupon rate.
- (e)Repayment term: The bonds are repaid upon the maturity of the bonds.
- (f)Period: 5 years, from November 21, 2013 to November 21, 2018
- (g) The way of security: \$1.5 billion and \$1 billion secured by Bank of Taiwan and Agricultural Bank of Taiwan, respectively.
(h)Guarantee Bank: The bonds are guaranteed by Taipei Fubon Commercial Bank.
(18) Long-term borrowings
| September 30, 2015 | December 31, 2014 | September 30, 2014 | |||
|---|---|---|---|---|---|
| Secured bank borrowings | \$ 9,695,281 |
S | 9,313,419 | \$ | 9,163,554 |
| Unsecured bank borrowings | 420,000 | 447,500 | 340,000 | ||
| 10,115,281 | 9,760,919 | 9,503,554 | |||
| Less: Current portion | 596,870) | 2,111,470) | 1,921,670) | ||
| \$ 9,518,411 |
7,649,449 | S | 7,581,884 | ||
| Range of maturity dates | 2015.11.23~2027.11.02 | 2015.03.18~2027.11.02 | 2014.11.30~2027.11.02 | ||
| Range of maturity rates | $0.80\%$ ~3.00% | 1.82%~3.16% | 1.82%~3.16% |
A. For details of pledged assets, please refer to Note 8.
B. For details of restrictive covenants, please refer to Note 9.
(19) Provisions-replacement cost
| Nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| At January 1 | S | 81,720 -S |
79,071 | |||
| Additions | 22,625 | 20,260 | ||||
| Used | 19,408) | 17,013) | ||||
| At September 30 | 84,937 | 82,318 |
(20) Pension
- A.(a)The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees' service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.
- (b) For the aforementioned pension plan, the Group recognized pension costs of \$949, \$1,192, \$2,845 and \$3,576 for the three months and nine months ended September 30, 2015 and 2014, respectively.
- (c)Expected contributions to the defined benefit pension plans of the Group for the year ended December 31, 2016 amounts to \$3,793.
- B.(a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the "New Plan") under the Labor Pension Act (the "Act"), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees' monthly salaries and wages to the employees' individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
- (b) The pension costs under the defined contribution pension plans of the Company and its domestic subsidiaries for the three months and nine months ended September 30, 2015 and 2014 were \$18,093, \$15,433, \$46,255 and \$46,903, respectively.
- (21) Share-based payment-employee compensation plan
- A. For the nine months ended September 30, 2015, the Group's share-based payment: None,
- B. For the nine months ended September 30, 2014, the Group's share-based payment arrangement were as follows:
| Type of | Quantity | Contract | Vesting | |
|---|---|---|---|---|
| arrangements | Grant date | granted | period | conditions |
| Cash capital increase reserved for 2014.01.13 | 30,000 | NA | Immediately | |
| employees | (In thousand shares) |
C. The fair value of stock options granted on grant date is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
| Stock | Exercise | Expected | Expected | Expected | Riskless | Fair price | ||
|---|---|---|---|---|---|---|---|---|
| Arrangement type | Grant date | price | price | volatility | duration | dividend | rate | per unit |
| Cash capital increase | 2014.01.13 | 16.85NT | 14.45NT | 23.50% | $0.19$ vear | $0.40\%$ | 2.45NT | |
| reserved for employees | (Note) |
Note: Expected volatility is estimated based on the Company's average stock price for the latest year before the grant date.
D. For the nine months ended September 30, 2014, the Group's salary expense arising from share-based payment transactions of cash capital increase reserved for employees pre-emption was \$73,500.
(22) Share capital
A. Movements in the number of the Company's ordinary shares outstanding are as follows: (Units: in thousand shares)
| Nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| At January 1 | $1,662,342$ \$ | 1,313,924 | ||||
| Stock dividends | 48,418 | |||||
| Capital increase | 300,000 | |||||
| At September 30 | 1,662,342 | 1,662,342 |
- B. On January 13, 2014, the Board of Directors has resolved to increase capital by \$3,000,000 with a par value of NT\$10. The issuance price is NT\$14.45. The capital increase was approved by the Financial Supervisory Commission and the registration was completed.
- C. On June 20, 2014, the shareholders have resolved to issue new shares amounting to of 48,418 thousand shares using unappropriated retained earnings of \$484,117. The capital increase was approved by the Financial Supervisory Commission and the registration was completed.
- D. As of September 30, 2015, the Company's authorized capital was \$20,000,000, and the paid-in capital was \$16,623,418 with a par value of NT\$10 (in dollars) per share, consisting of 1,662,342 thousand shares of ordinary stock.
- E. The Company's subsidiary, Ta-Chen Construction & Engineering Corp. (Ta-Chen) has acquired the Company's shares in an open market to maintain the equity interest of the Company's shareholders. In order to strengthen management through eliminating interlocking shareholding, the Board of Directors of Ta-Chen has resolved to reduce capital of \$435,025 (elimination of 43,502 thousand shares) by returning the Company's shares (of 39,016 thousand shares) to Cheng-Shi Investment Holdings Co., Ltd. (Cheng-Shi Investment), and set the effective capital reduction date as August 5. 2015. Cheng-Shi Investment's Board of Directors has resolved the capital reduction and set the reduction effective on September 21, 2015, and returned shares to the Company. As of September 30, 2015, the treasury shares held by the Company amounted to 39,016 thousand shares and the Company will proceed with the retirement of treasury shares.
F. As of September 30, 2015, December 31, 2014 and September 30, 2014, the Company's subsidiaries – Ta-Chen Construction & Engineering Corp. and Prince Apartment Management Maintain Co., Ltd. held the Company's stocks for maintaining equity interest in the Company. The amount of shares held by the subsidiaries was 655 thousand, 39,671 thousand and 39,671 thousand, the average par value was NT\$1.52, NT\$1.52 and NT1.52 per share, and the fair value was NT\$9.93, NT\$12.70 and NT\$12.10 per share, respectively.
(23) Capital surplus
J.
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Group has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| Capital surplus | |||||
|---|---|---|---|---|---|
| Share premium |
Treasury share transactions |
Change in equity of subsidiaries |
Others | Total | |
| 2015 | |||||
| At January 1 | \$1,408,500 | \$ 514,061 |
\$ | 7,232 \$ |
\$1,929,793 |
| Recognition of change in equity of subsidiaries in portion to the Group's |
|||||
| ownership | 52,001 | 52,001 | |||
| At September 30 | \$1,408,500 | \$ 514,061 |
\$ 52,001 |
7,232 \$ |
\$1,981,794 |
| Capital surplus | |||||
| Share | Treasury share | Employee | |||
| premium | transactions | stock options | Others | Total | |
| 2014 | |||||
| At January 1 | S | \$ 514,061 |
\$ | S 7,232 |
521,293 S |
| Share-based payment of cash capital | |||||
| increase reserved for employee pre-emption |
73,500 | 73,500 | |||
| Cash capital increase | 1,408,500 | 73,500) | 1,335,000 | ||
| At September 30 | \$1,408,500 | S 514,061 |
\$ | 7,232 \$ |
\$1,929,793 |
(24) Retained earnings
A.In accordance with the Company's Articles of Incorporation, the Company will take into consideration its future business plans and capital expenditures in determining the amounts of earnings to be retained and to be distributed. In accordance with the Company Law, 10% of the current year's earnings, after payment of all taxes and after offsetting accumulated deficit, shall be set aside as legal reserve until the balance of legal reserve is equal to that of issued share capital. Afterwards, an amount shall be appropriated or reversed as special reserve in accordance with
applicable legal or regulatory requirements, along with prior years' accumulated unappropriated retained earnings, and then distribution should be in the following order: stock dividend and bonus to shareholders are 50%~100% of the accumulated distributable earnings, and cash dividend is at least 30% of the total stock dividend and bonus; except for dividend distribution, the appropriation of earnings is proposed by the Board of Directors and resolved by the shareholders. The remuneration to directors and supervisors is 3% of the distributable earnings and the bonus to employees is at least 2% of the distributable earnings. The receipts of the above employees' bonus must include employees who satisfy certain conditions and are qualified as the Company's employees.
- B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company's paid-in capital.
- C.(a) In accordance with the regulations, the Group shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
- (b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.
- D. The Company recognized dividends distributed to owners amounting to \$1,329,873 (\$0.8 (in dollars) per share) and \$968,354 (\$0.6 (in dollars) per share) for the nine months ended September 30, 2015 and 2014, respectively. On June 17, 2015, the stockholders resolved that total dividends for the distribution of earning for the year of 2014 were \$1,329,873 with \$0.8 (in dollars) per share.
- E. For information relating to employees' remuneration (bonuses) and directors' and supervisors' remuneration, please refer to Note 6(31).
$(25)$ Other equity items
| Available-for-sale | Currency | ||||
|---|---|---|---|---|---|
| investment | translation Treasury stock | Total | |||
| At January 1, 2015 | \$ 1,434,529 |
\$ 1,690 |
$\left( \mathcal{S} \right)$ | 60,440 | \$1,375,779 |
| Available-for-sale investment: | |||||
| -Loss on fair value | 292,734) | 292,734) | |||
| Currency translation differences: | |||||
| -Group | 2 | 2 | |||
| At September 30, 2015 | 1,141,795 | \$ 1,692 |
$\left( \delta \right)$ | 60,440 | \$1,083,047 |
| Available-for-sale | Currency | ||||
| investment | translation | Treasury stock | Total | ||
| At January 1, 2014 | \$ 2,000,470 (\$ |
859( | 60,440) \$1,939,171 | ||
| Available-for-sale investment: | |||||
| -Loss on at fair value | 554,903) | - ( | 554,903) | ||
| Currency translation differences: | |||||
| -Group | 1,900 | 1,900 | |||
| At September 30, 2014 | 1,445,567 | \$ 1,041 |
í\$ | 60,440 | \$1,386,168 |
(26) Maturity analysis of assets and liabilities
The construction related assets and liabilities are classified as current and non-current based on the operating cycle. Related recognized amount expected to be recovered or repaid within or after 12 months from the balance sheet date is as follows:
| Within 12 months | Over 12 months | Total | |||
|---|---|---|---|---|---|
| September 30, 2015 | |||||
| Assets | |||||
| Notes receivable, net | \$ 62.773 |
-S | 884 | S | 63,657 |
| Accounts receivable, net (including related parties) |
252,876 | 853,498 | 1,106,374 | ||
| Inventories | 8,517,786 | 14,768,136 | 23,285,922 | ||
| Construction contract receivables | 855,530 | 507,730 | 1,363,260 | ||
| \$ 9,688,965 |
16,130,248 | 25.819.213 |
| Within 12 months | Over 12 months | Total | |||
|---|---|---|---|---|---|
| September 30, 2015 | |||||
| Liabilities | |||||
| Notes payable | \$ 8,130 |
$\mathbb{S}$ | \$ | 8,130 | |
| Accounts payable | 1,949,460 | 925,797 | 2,875,257 | ||
| Construction contract payables | 397,759 | 64,469 | 462,228 | ||
| \$ 2,355,349 |
\$ | 990,266 | \$ | 3,345,615 | |
| Within 12 months | Over 12 months | Total | |||
| December 31, 2014 | |||||
| Assets | |||||
| Notes receivable, net | \$ 123,283 |
$\mathbb{S}$ | 247 | $\mathbf{s}$ | 123,530 |
| Accounts receivable, net (including related parties) |
4,832,468 | 813,984 | 5,646,452 | ||
| Inventories | 7,115,640 | 13,781,065 | 20,896,705 | ||
| Construction contract receivables | 496,106 | 459,784 | 955,890 | ||
| \$ 12,567,497 |
\$ | 15,055,080 | \$ | 27,622,577 | |
| December 31, 2014 | |||||
| Liabilities | |||||
| Notes payable | \$ 10,437 |
S | $\mathbf S$ | 10,437 | |
| Accounts payable | 2,087,175 | 2,060,403 | 4,147,578 | ||
| Construction contract payables | 26,829 | 324,130 | 350,959 | ||
| \$ 2,124,441 |
\$ | 2,384,533 | \$ | 4,508,974 | |
| Within 12 months | Over 12 months | Total | |||
| September 30, 2014 Assets |
|||||
| Notes receivable, net | \$ 88,288 |
\$ | \$ | 88,288 | |
| Accounts receivable, net (including related parties) |
173,004 | 834,908 | 1,007,912 | ||
| Inventories | 7,214,419 | 15,673,142 | 22,887,561 | ||
| Construction contract receivables | 499,552 | 761,006 | 1,260,558 | ||
| \$ 7,975,263 |
$\boldsymbol{\mathcal{S}}$ | 17,269,056 | \$ | 25,244,319 |
| Within 12 months Over 12 months |
Total | |||||
|---|---|---|---|---|---|---|
| September 30, 2014 | ||||||
| Liabilities | ||||||
| Notes payable | \$ | 11,484 | S | - \$ | 11,484 | |
| Accounts payable | 1.394,249 | 931,205 | 2,325,454 | |||
| Construction contract payables | 163,253 | 424,828 | 588,081 | |||
| ς | 1,568,986 | \$ | 1,356,033 | S | 2,925,019 |
(27) Operating revenue
$\sim 10^{11}$ km $^{-1}$
| Three months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| Sales revenue | S | 1,726,599 | \$ | 1,834,846 | ||
| Service revenue | 102,848 | 133,726 | ||||
| Construction contract revenues | 377,814 | 1,051,834 | ||||
| Service concession revenue | ||||||
| -Operating service revenue | 91,831 | 90,853 | ||||
| $\mathbf S$ | 2,299,092 | \$ | 3,111,259 | |||
| Nine months ended September 30, | ||||||
| 2015 | 2014 | |||||
| Sales revenue | \$ | 4,830,846 | S | 5,532,477 | ||
| Service revenue | 375,033 | 384,233 | ||||
| Construction contract revenues | 2,547,635 | 3,589,462 | ||||
| Service concession revenue | ||||||
| -Operating service revenue | 276,819 | 274,521 | ||||
| \$ | 8,030,333 | \$ | 9,780,693 |
(28) Other income
| Three months ended September 30, | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Interest income | \$ | 824 | S | 827 |
| Dividend income | 7,978 | 43,371 | ||
| Others | 51,033 | 10,438 | ||
| ጥ | 59,835 | S | 54,636 | |
| Nine months ended September 30, | ||||
| 2015 | 2014 | |||
| Interest income | \$ | 5,531 | S | 7,601 |
| Dividend income | 125,732 | 227,299 | ||
| Others | 137,745 | 146,043 | ||
| ۵ | 269,008 | 380,943 |
(29) Other gains and losses
| Three months ended September 30, | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Net (losses) gains on financial assets at fair value through profit or loss |
í\$ | 281) (\$ | 11,388) |
| Net currency exchange gains (losses) | 22,059 | 15,983 | |
| Others | 23,439 | 585) | |
| 45,217 | 4,010 |
Note 1 : Please refer to Note 9(14) for details
| Nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| Net (losses) gains on financial assets at fair value through profit or loss |
\$ | $110,175$ (\$) | 31,735) | |||
| Net currency exchange gains (losses) | 12,825 | 8,553 | ||||
| Arbitration expenses and compensation loss (Note 1) |
26,100) | |||||
| Impairment of financial assets (Note 2) | - ( | 11,814) | ||||
| Others | 7,188) | 5,334) | ||||
| 89,712 | 40,330) |
Note 1: Please refer to Note 9(14) for details. Note 2: Please refer to Note 6(8) for details. (30) Finance costs
| Three months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| Interest expense: | ||||||
| Bank borrowings | \$ 37,885 |
\$ | 31,804 | |||
| Commercial paper | 5,853 | 10,358 | ||||
| Ordinary bond | 32,104 | 30,626 | ||||
| Others | 302 | 270 | ||||
| Other finance expenses | 300 | 355 | ||||
| \$ 76,444 |
\$ | 73,413 |
| Nine months ended September 30, | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Interest expense: | |||
| Bank borrowings | \$ 138,102 |
-\$ | 140,628 |
| Commercial paper | 21,040 | 34,171 | |
| Ordinary bond | 92,670 | 91,192 | |
| Others | 1,534 | 1,015 | |
| Other finance expenses | 900 | 955 | |
| \$ 254,246 |
267,961 |
(31) Expenses by nature
| Three months ended September 30, 2015 | ||||||
|---|---|---|---|---|---|---|
| Operating costs | Operating expenses | Total | ||||
| Employee benefit expense | ||||||
| Wages and salaries | $\mathbf S$ | 229,228 | \$ | 124,393 | \$ | 353,621 |
| Labor and health insurance fees | 17,236 | 15,010 | 32,246 | |||
| Pension costs | 11,104 | 7,938 | 19,042 | |||
| Other employee benefit expense | 2,319 | 10,085 | 12,404 | |||
| \$ | 259,887 | \$ | 157,426 | \$ | 417,313 | |
| Depreciation charges | \$ | 21,439 | \$ | 66,645 | \$ | 88,084 |
| Amortization charges | \$ | 15,313 | \$ | 162 | \$ | 15,475 |
| Three months ended September 30, 2014 | ||||||
| Operating costs | Operating expenses | Total | ||||
| Employee benefit expense | ||||||
| Wages and salaries | \$ | 237,490 | \$ | 142,994 | \$ | 380,484 |
| Labor and health insurance fees | 17,148 | 17,108 | 34,256 | |||
| Pension costs | 9,072 | 7,553 | 16,625 | |||
| Other employee benefit expense | 1,388 | 6,553 | 7,941 | |||
| \$ | 265,098 | $\mathbf S$ | 174,208 | \$ | 439,306 | |
| Depreciation charges | \$ | 21,487 | \$ | 68,592 | \$ | 90,079 |
| Amortization charges | \$ | 14,435 | \$ | 1,029 | \$ | 15,464 |
| Nine months ended September 30, 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Operating costs | Operating expenses | Total | |||||
| Employee benefit expense | |||||||
| Wages and salaries | S | 669,339 | $\mathbf{\hat{s}}$ | 428,933 | \$ | 1,098,272 | |
| Labor and health insurance fees | 52,331 | 40,582 | 92,913 | ||||
| Pension costs | 26,805 | 22,295 | 49,100 | ||||
| Other employee benefit expense | 6,369 | 34,348 | 40,717 | ||||
| \$ | 754,844 | \$ | 526,158 | \$ | 1,281,002 | ||
| Depreciation charges | \$ | 64,507 | \$ | 202,624 | \$ | 267,131 | |
| Amortization charges | \$ | 45,940 | \$ | 427 | \$ | 46,367 | |
| Nine months ended September 30, 2014 | |||||||
| Operating costs | Operating expenses | Total | |||||
| Employee benefit expense | |||||||
| Wages and salaries | \$ | 684,398 | \$ | 568,190 | $\mathbf S$ | 1,252,588 | |
| Labor and health insurance fees | 52,217 | 43,400 | 95,617 | ||||
| Pension costs | 27,299 | 23,180 | 50,479 | ||||
| Other employee benefit expense | 5,396 | 24,021 | 29,417 | ||||
| \$ | 769,310 | \$ | 658,791 | \$ | 1,428,101 | ||
| Depreciation charges | \$ | 65,308 | \$ | 190,176 | \$ | 255,484 | |
| Amortization charges | \$ | 45,940 | \$ | 1,029 | \$ | 46,969 |
A. According to the Articles of Incorporation of the Company, details of the percentage of earnings that shall be distributed as employees' bonus and directors' and supervisors' remuneration are provided in Note 6(24).
However, in accordance with the Company Act amended in May 20, 2015, a company shall distribute employee remuneration, based on the current year's profit condition, in a fixed amount or a proportion of profits. If a company has accumulated deficit, earnings should be channeled to cover losses. Aforementioned employee remuneration could be paid by cash or stocks. Specifics of the compensation are to be determined in a board meeting that registers two-thirds of directors in attendance, and the resolution must receive support from half of participating members. The resolution should be reported to the shareholders at the shareholders' meeting. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements, entitled to receive aforementioned stock or cash may be specified in the Articles of Incorporation.
B. For the three months and nine months ended September 30, 2015 and 2014, employees' bonus was accrued at \$2,227, \$4,441, \$15,149 and \$16,164, respectively; directors' and supervisors' remuneration was accrued at \$3,341, \$6,660, \$22,724 and \$24,245, respectively. The expenses
recognized were accrued based on the net income and the percentage specified in the Articles of Incorporation of the Company (2% and 3% for employees and directors/supervisors, respectively), taking into account other factors such as legal reserve.
Employees' bonus and directors' and supervisors' remuneration of 2014 as resolved by the stockholders were in agreement with those amounts recognized in the 2014 financial statements. The calculation difference between employees' bonus and directors' and supervisors' remuneration as resolved by the stockholders and the amount recognized in the 2013 financial statements by \$2,976 had been adjusted in the 2014 statement of comprehensive income. As of the date of report, earnings for the year ended December 31, 2014 have not been distributed yet.
Information about the appropriation of employees' bonus and directors' and supervisors' remuneration by the Company as proposed by the Board of Directors and resolved by the stockholders will be posted in the "Market Observation Post System" at the website of the Taiwan Stock Exchange.
(32) Income tax
A. Income tax expense
(a)Components of income tax expense:
| Three months ended September 30, | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Current tax: | |||
| Current tax on profits for the period | \$ | 377,108 (\$ | 4,378) |
| Tax on undistributed surplus earnings | |||
| Effects of investment tax credit | 2,454) | ||
| Under (over) provision of prior period's income tax | 18,693 | ||
| Land value increment tax recognized in income tax of the period |
49,392 | 5,741 | |
| Total current tax | 442,739 | 1,363 | |
| Deferred tax: | |||
| Origination and reversal of temporary differences | 346,742) ( | 10,607) | |
| Net operating loss carryforward | 14,508) | ||
| Total deferred tax | 361,250 | 10,607) | |
| Income tax expense (benefit) | 81,489 (S |
9,244 |
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Current tax: | ||||
| Current tax on profits for the period | \$ | 423,511 | \$ | 9,145 |
| Tax on undistributed surplus earnings | 82,522 | 45,977 | ||
| Effects of investment tax credit | 54,070) | |||
| Under (over) provision of prior period's income tax | 37,831 | 1,265) | ||
| Land value increment tax recognized in income tax of the period |
56,689 | 20,355 | ||
| Total current tax | 546,483 | 74,212 | ||
| Deferred tax: | ||||
| Origination and reversal of temporary differences | 337,795) | 2,824 | ||
| Net operating loss carryforward | 23,111) | |||
| Total deferred tax | 360,906) | 2,824 | ||
| Income tax expense | 185,577 | \$ | 77,036 |
- B. As of September 30, 2015, the Company's income tax returns through 2013 have been assessed and approved by the Tax Authority. However, the National Taxation Bureau has assessed and deducted the investment loss stated in the 2013 income tax returns. The Company believes there is a miscalculation and has filed for reassessment. However, as the Company adopts conservatism principle, the related income tax expense has been accrued.
- C. Unappropriated retained earnings:
| September 30, 2015 December 31, 2014 September 30, 2014 | |||
|---|---|---|---|
| Earnings generated in and | |||
| after 1998 | 2, 141, 479 \$ | 2,854,738 \$ | 1,451,585 |
D.As of September 30, 2015, December 31, 2014 and September 30, 2014, the balance of the imputation tax credit account was \$24,972, \$9,524 and \$8,276, respectively. The creditable tax rate was 1.79% for 2013 and is estimated to be 1.81% for 2014. The amount of deductible tax distributable by the Company to its shareholders shall be limited to an amount not exceeding the amount of the imputation tax credit account balance on the date of distribution of the dividends. Accordingly, the actual creditable ratio for the distribution of 2013 undistributed earnings will be based on the imputation tax credit account balance up to the date of distribution of the dividends.
(33) Earnings per share
| Three months ended September 30, 2015 | |||
|---|---|---|---|
| Weighted average | |||
| number of ordinary | Earnings | ||
| shares outstanding | per share | ||
| Basic earnings per share | Amount after tax (shares in thousands) | (in dollars) | |
| Profit attributable to ordinary shareholders of the parent |
\$ 146,050 |
1,622,671 | \$ 0.09 |
| Diluted earnings per share | |||
| Profit attributable to ordinary shareholders of the parent |
\$ 146,050 |
1,622,671 | |
| Assumed conversion of all dilutive | |||
| potential ordinary shares | |||
| Employees' bonus | 267 | ||
| Profit attributable to ordinary shareholders of the parent plus assumed conversion |
|||
| of all dilutive potential ordinary shares | \$ 146,050 |
1,622,938 | 0.09 |
| Three months ended September 30, 2014 | |||
| Weighted average | |||
| number of ordinary | Earnings | ||
| shares outstanding | per share | ||
| Basic earnings per share | Amount after tax (shares in thousands) | (in dollars) | |
| Profit attributable to ordinary shareholders of the parent |
\$ 318,758 |
0.20 | |
| 1,574,000 | \$ | ||
| Diluted earnings per share Profit attributable to ordinary shareholders of the parent |
\$ 318,758 |
1,574,000 | |
| Assumed conversion of all dilutive | |||
| potential ordinary shares | |||
| Employees' bonus | 379 | ||
| Profit attributable to ordinary shareholders of the parent plus assumed conversion |
| Nine months ended September 30, 2015 | |||
|---|---|---|---|
| Weighted average | |||
| number of ordinary | Earnings | ||
| shares outstanding | per share | ||
| Basic earnings per share | Amount after tax (shares in thousands) | (in dollars) | |
| Profit attributable to ordinary shareholders of the parent |
\$ 856,486 |
1,622,671 | \$ 0.53 |
| Diluted earnings per share | |||
| Profit attributable to ordinary shareholders of the parent |
\$ 856,486 |
1,622,671 | |
| Assumed conversion of all dilutive potential ordinary shares |
|||
| Employees' bonus | 1,819 | ||
| Profit attributable to ordinary shareholders of the parent plus assumed conversion |
|||
| of all dilutive potential ordinary shares | \$ 856,486 |
1,624,490 | \$ 0.53 |
| Nine months ended September 30, 2014 | |||
| Weighted average | |||
| number of ordinary | Earnings | ||
| shares outstanding | per share | ||
| Basic earnings per share | Amount after tax (shares in thousands) | (in dollars) | |
| Profit attributable to ordinary shareholders of the parent |
\$ 991,809 |
1,574,000 | \$ 0.63 |
| Diluted earnings per share | |||
| Profit attributable to ordinary shareholders of the parent |
\$ 991,809 |
1,574,000 | |
| Assumed conversion of all dilutive | |||
| potential ordinary shares | |||
| Employees' bonus | 1,379 | ||
| Profit attributable to ordinary shareholders of the parent plus assumed conversion |
(34) Operating leases
$\bar{z}$
The Company's subsidiary leases in office and business office under non-cancellable operating lease agreements. The lease terms are between 2011 and 2035, and all these lease agreements are renewable at the end of the lease period. Rental payment is calculated based on an agreed upon rate of revenue. The Company's subsidiary recognized rental expenses of \$96,811 and \$290,434 for the three months and nine months ended September 30, 2015 and 2014, respectively. The future
aggregate minimum lease payments under non-cancellable operating leases are as follows:
| September 30, 2015 | December 31, 2014 | September 30, 2014 | |||
|---|---|---|---|---|---|
| Not later than one year | 399,716 | - \$ | 397,174 | - \$ | 393,864 |
| Later than one year but not | |||||
| later than five years | 2,031,620 | 2,023,995 | 2,021,348 | ||
| Later than five years | 6,080,158 | 6,388,205 | 6,490,146 | ||
| 8,511,494 | \$ | 8,809,374 | 8,905,358 |
(35) Non-cash transactions
Investing and financing activities with no cash flow effects:
| Nine months ended September 30, | ||
|---|---|---|
| 2015 | 2014 | |
| 1. Investment property reclassified to land held for construction site |
\$ | 2,149,594 |
| 2. Investment property reclassified to buildings and land held for sale |
\$ 2,380 |
\$ |
| 3. Buildings and land held for sale reclassified to property, plant and equipment |
\$ | 106,249 \$ |
| 4. Merchandise inventory reclassified to property, plant and equipment |
\$ 167 |
\$ |
| 7. RELATED PARTY TRANSACTIONS | ||
| (1) Significant related party transactions and balances | ||
| A. Sales of goods: | ||
| (a)Rental income: | ||
| Three months ended September 30, | ||
| Construction subcontracting | 2015 | 2014 |
| $-$ Associates | \$ 94,458 |
\$ 546,153 |
| Nine months ended September 30, | ||
| Construction subcontracting | 2015 | 2014 |
$-$ Associates
The prices of construction for related parties are based on expected construction cost plus reasonable management expenses and profit, and are determined based on mutual agreements. The construction payments are collected based on the contract terms.
\$
252,932
$\mathbb S$
2,030,624
As of September 30, 2015, December 31, 2014 and September 30, 2014, the status of the construction of the associates undertaken by the Group was as follows:
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||
|---|---|---|---|---|
| Associates: | ||||
| Total amount of construction contracts that were signed but had not been settled yet |
\$ 11,297,720 \$ |
11,073,692 \$ | 11,073,692 | |
| Construction payments received | $10,334,329$ ( | $9,882,922)$ ( | 9,527,451) | |
| Construction payments receivable | \$ 963,391 |
\$ | 1,190,770 | $\mathbb{S}$ 1,546,241 |
| (b) | ||||
| Three months ended September 30, | ||||
| Rental income: | 2015 | 2014 | ||
| $-$ Associates | \$ | 11,365 | \$ | 11,326 |
| Nine months ended September 30, | ||||
| Rental income: | 2015 | 2014 | ||
| $-$ Associates | \$ | 35,417 | $\mathbf S$ | 34,708 |
| Rent is determined by mutual agreements and is collected monthly. | ||||
| B. Accounts receivable | ||||
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||
| Accounts receivable-related parties: | ||||
| $-$ Associates | \$ 445,534 |
$\mathbb{S}$ | 440,429 | 460,215 \$ |
| C. Other payables | ||||
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||
| Rental payable: | ||||
| $-$ Associates | \$ 105,728 |
S | 194,001 | £. 129,507 |
| D. Others | ||||
| (a) | ||||
| Three months ended September 30, | ||||
| 2015 | 2014 | |||
| Rental expenses: | ||||
| $-$ Associates | \$ | 129,185 | \$ | 134,255 |
| Nine months ended September 30, | ||||
| 2015 | 2014 | |||
| Rental expenses: | ||||
| $-$ Associates | \$ | 406,227 | S | 415,105 |
| September 30, 2015 December 31, 2014 September 30, 2014 | |
|---|---|
Refundable deposits:
- $-$ Associates 67,591 \$ 65,695 \$ \$ 67,020
- E. On June 20, 2006, the Company and CHINA METAL PRODUCTS CO., LTD. ("A party") jointly signed a creditor's rights transfer contract with AMIDA TRUST LINK ASSETS MANAGEMENT CO., LTD. ("B party"). Under the contract, the Group and A party should pay \$2,100,000 each (totaling \$4,200,000) to jointly acquire whole creditor's rights of mortgages, security interests and other dependent claims (collectively referred herein as the creditor's rights) on the Splendor Hotel Taichung Building, and each bears 50% rights and obligations of this acquisition; when all creditor's rights of this object turn into property rights, the Company and A party should pay B party totaling \$1,000,000 as the cost and reward of B party for it is entrusted with the task to help turn the creditor's rights as stated above into property rights, but any excess cost over \$1,000,000 if incurred on this task shall be borne by B party on its own; the Company should pay B party \$300,000 before June 30, 2006, and the Company and A party should jointly issue a promissory note of \$1,800,000 to B party on the signing date; payment should be done before July 15, 2006. The title to the creditor's rights as stated above had been transferred to the Company and A party on August 2, 2006. On December 29, 2006, the Company and A party signed an additional contract following the original contract with B party to raise total acquisition price of the creditor's rights to \$4,750,000 (the Company and A party bear 50% of the price each). As of December 31, 2012, the Company had paid its share.
- F. Certain short and long-term borrowings of the Company were guaranteed by its Chairman and General Manager.
| I hree months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| Salaries and other short-term employee benefits | - S | 5,920 | - \$ | 5,944 | ||
| Termination benefit | ||||||
| Post-employment benefits | ||||||
| Other long-term benefits | ||||||
| Share-based payment | ||||||
| 5,920 |
(2) Key management compensation
| Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| 2015 | 2014 | ||||
| Salaries and other short-term employee benefits | -S | 83,747 | S | 77,783 | |
| Termination benefit | |||||
| Post-employment benefits | |||||
| Other long-term benefits | |||||
| Share-based payment | 35,403 | ||||
| \$ | 83.74 | 113,186 |
8. PLEDGED ASSETS
| The Group's assets pledged as collateral are as follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | -- | -- | ---------------------------------------------------------- |
| Pledged asset | September 30, 2015 December 31, 2014 September 30, 2014 | Purpose | ||
|---|---|---|---|---|
| Demand deposits, certificate of deposit and checking deposit (shown as "other financial assets - current" and "other financial assets - non-current") |
s. 2,866,492 |
S 3,684,947 |
s | 3,972,807 To obtain a higher credit for client, performance guarantee, construction performance guarantee, short-term and long-term borrowings. short-term commercial papers issue, member reward points and gift coupons trust account |
| Financial assets at fair value through profit or loss |
347,778 | 238,547 | 242,827 | Construction performance guarantees, short-term and long-term borrowings |
| Land held for construction | 7,441,766 | 6,300,506 | 6,888,053 | Short-term borrowings, notes and bills payable and long-term borrwings |
| Construction in progress | 2,697,647 | 1,275,593 | 3,254,719 | Short-term borrowings, notes and bills payable and long-term borrwings |
| Available-for-sale financial assets | 784,152 | 1,033,280 | 1,145,686 | Short-term borrowings, notes and bills payable |
| Financial assets carried at cost | 575,426 | 575,426 | 575,426 | Short-term borrowings, notes and bills payable |
| Investments accounted for under equity method | 1,567,241 | 1,120,379 | 1,512,240 | Short-term borrowings, notes and bills payable |
| Land | 2,729,051 | 2,729,051 | 2,730,000 | Construction performance guarantees, short-term borrowings, notes and bills payable and long-term borrowings |
| Buildings | 2,056,791 | 2,103,423 | 2.116,175 | Short-term borrowings, notes and bills payable and long-term borrowings |
| Investment property | 4,055,619 | 4.807,921 | 5.734,437 | Construction performance guarantees, short-term borrowings, notes and bills payable and long-term borrowings |
| 25,121.963 | S 23,869,073 |
\$ 28,172,370 |
||
| 9. SIGNIFICANT CONTINGENT LIABILITIES | AND UNRECOGNIZED | CONTRACT |
COMMITMENTS
(1) Summary of endorsements and guarantees and financial support commitments is as follows:
A. Summary of endorsements and guarantees provided by the Company to subsidiaries is as follows:
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||||
|---|---|---|---|---|---|---|
| Total | Total | Total | ||||
| endorsement | Amount | endorsement | Amount | endorsement | Amount | |
| Name of company | amount | drawn | amount | drawn | amount | drawn |
| The Splendor Hotel Taichung | \$2.000.000 | 1.734.883 \$. |
2,000,000 s. |
1.773.973 S. |
2.000.000 S. |
1.775.337 S |
| Ta-Chen Construction & Engineering Corp. | 1.900.000 | 1.900.000 | 160,256 | 1,900,000 | 276,226 | |
| 3,900,000 | 1.734.883 S. |
3,900,000 S. |
1,934.229 | 3,900,000 s |
2,051,563 S. |
B. Summary of endorsements and guarantees provided by subsidiaries to the Company is as follows:
| September 30, 2015 | December 31, 2014 | September 30, 2014 | ||||
|---|---|---|---|---|---|---|
| Total endorsement |
Amount | Total endorsement |
Total | |||
| Name of company | amount | drawn | amount | Amount drawn |
endorsement amount |
Amount drawn |
| Dong-Feng Enterprises Co., Ltd. | \$1,810,889 | 1,810,889 s |
1,810,889 s |
1,810,889 S |
.810,889 S |
1,810,889 S |
| Jin Yi Xing Plywood Co., Ltd. | 2,500,000 | 2,086,198 | 2,500,000 | 2.086.198 | 2,500,000 | 830.889 |
| Ta-Chen Construction & Engineering Corp. | 927,889 | $\overline{\phantom{a}}$ | 927,889 | 927,889 | ||
| Prince Utility Co., Ltd. | 900,000 | 638.763 | 900,000 | 638 763 | 900,000 | 638,763 |
| 6,138,778 | 4,535,850 | 6,138,778 ς. |
4,535,850 | 6.138,778 | 3,280,541 |
- C. The accumulated operating losses of the subsidiary, the Splendor Hotel, had exceeded 50% of its paid-in capital and its current liabilities were greater than current assets. The Company was committed to give the Splendor Hotel financial support for its continuing operations for one year from the date of the financial support letter.
- (2) Capital expenditures contracted for at the balance sheet date but not vet incurred are as follows:
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||
|---|---|---|---|---|
| Property, plant and equipment \$ | $12,155$ \$ | 337,710 \$ | 82,078 |
(3) Operating leases agreements:
Please refer to Note 6 (34) for details.
- (4) According to the sale contracts, the Company should provide warranty on the house structure and major facilities for one year from the handover day for the houses it sold. However, any damage to the houses caused by disasters, additions to the houses made by the buyers, or events that are not attributed to the Company is not included in the scope of warranty.
- (5) On March 17, 2005, the Company ("A party") signed a contract with National Taiwan University ("B party") relating to the construction and operation of dormitories on Chang-Hsing St. and Shui-Yuan Campus. The major terms of the contract are as follows:
- A. Under the contract, B party should be responsible for acquiring the ownership or land-use right for this project, and let A party use the land; A party must complete the construction within 3 vears from the registration of the superficies, and may operate the dormitories for 44 years, collect dormitory rentals and use fees of other facilities from students, and should return the related assets to B party on the expiry of the contract.
- B. A party should give B party a performance guarantee of \$60,000 for the construction on the signing date and \$30,000 for operations before the start of operation. As of September 30, 2015, December 31, 2014 and September 30, 2014, A party had provided performance guarantee with a guarantee letter issued by the bank, all amounting to \$30,000.
- C. A party should pay B party land rentals from the registration of the superficies, according to the terms of the contract, and pay B party operating royalties from the third year of the operation. based on 0.5% of dormitory rentals and use fees of other facilities collected from students.
-
D. Terms of restrictions for A party:
- (a) The ratio of A party's own capital utilized in this project to total construction cost of this project should be at least 30%;
-
(b) During the operation period, the ratio of shareholders' equity to total assets should be at least 25%; and current ratio (current assets/current liabilities) should be at least 100%;
- (c) All rights acquired by A party under the contract, except for other conditions specified in the contract and approved by B party, should not be transferred, leased, registered as a liability/obligation or become an executed object of civil litigation.
- (6) On May 10, 2005, the Company ("A party") signed a contract with National Cheng Kung University ("B party") relating to the construction and operation of student dormitories and alumni hall. The major terms of the contract are as follows:
- A. Under the contract, B party should be responsible for acquiring the ownership or land-use right for this project, and let A party use the land by way of registration of the superficies; A party must obtain the user license within 3 years after the signing date, and may operate the dormitories and motorcycle parking lots for 35 years from the start of operation and collect dormitory rentals and use fees of other facilities from students for 50 years from the start of construction, and should return the related assets to B party on the expiry of the contract.
- B. A party should give B party performance guarantee of \$50,000 for this project on the signing date, which will be returned in installment according to the contractual terms. As of September 30, 2015, December 31, 2014 and September 30, 2014, A party had provided performance guarantee with a guarantee letter issued by the bank, both amounting to \$20,000.
- C. During the operation period, A party should pay B party dormitory operating royalties based on 2% of annual operating revenue of the dormitories and auxiliary facilities operating royalties based on 4% of annual operating revenue of the auxiliary facilities. A party should pay such operating royalties for prior year before the end of September every year. Further, according to the superficies contract signed by the two parties, A party should pay B party land rentals from the registration of superficies.
- D. All rights acquired by A party under the contract, except for other conditions specified in the contract and approved by B party, should not be transferred, leased, registered as a liability/obligation or become an executed object of civil litigation.
- (7) The Company signed a syndicated loan contract with 7 banks Mega International Commercial Bank as the lead bank for a credit line of \$2.16 billion. The syndicated loans include long-term (secured) loans and guarantee payments receivable (secured), which are used to fund the construction of dormitories in Changxing St. Campus and Shuiyuan Campus of National Taiwan University. During the loan period, the Company should maintain financial commitments such as current ratio, liability ratio and interest coverage; those financial ratios/restrictions shall be reviewed at least once every year, based on the Company's audited annual non-consolidated financial statements. If the Company violates the above financial commitments, it shall improve its financial position by capital increase or other ways before the end of October of the following year from the year of violation; it would not be regarded as a default if the managing bank confirms that its financial position has improved completely. In case of violation, interest on the loans would be charged at the loan rate specified in the contract plus additional 0.25% per annum from the notification date of the managing bank to the completion date of financial improvement or to the date the Company gains the relief from the consortium for its violation.
- (8) The Company signed a loan contract with Mega International Commercial Bank for a credit line of \$785 million. The loans include long-term (secured) loans and guarantee payments receivable (secured), which are used to fund the construction of student dormitories and alumnus hall of National Cheng Kung University. During the loan period, the Company should maintain financial commitments such as current ratio, liability ratio and interest coverage; those financial ratios/restrictions shall be reviewed at least once every year. Current ratio and liability ratio shall be reviewed based on the Company's audited annual non-consolidated financial statements, and interest coverage based on the Company's revenue and expenditure table for the related project. If
the Company violates the above financial commitments, it shall improve its financial position by capital increase or other ways before the end of October of the following year from the year of violation; it would not be regarded as a default if the bank confirms that its financial position has improved completely. In case of violation, interest on the loans would be charged at the loan rate specified in the contract plus additional $0.25\%$ per annum from the notification date of the bank to the completion date of financial improvement or to the date the Company obtains a waiver from the bank for its violation.
- (9) The Company signed a syndicated loan contract with 10 banks Bank of Taiwan Co., Ltd. as the lead bank for a credit line of \$2 billion. The syndicated loans are medium-term (secured) loans, and are used for residential building construction cooperated by the Company and Taiwan Sugar Corporation ("TSC") on Guo--An Sec., Xitun District, Taichung City. Furthermore, the Company shall repay in full for the balance of unpaid principal on maturity date. However, when the buildings in the case are completed and sold or when handling buyer's household debt, borrower should repay the balance of used and unpaid principal for the syndicated loans with 70% of selling consideration.
- (10) On May 18, 2007, the Company signed a contract with Taiwan Sugar Corporation ("TSC") in relation to cooperative construction of houses. According to the contract, TSC shall provide Lot No. 12-12, Guo-An Sec., Xitun District, Taichung City; the Company shall provide funding for those projects and repurchase houses and land allocated to TSC amounting to \$1,810,889 and shall bear all improvement fees of houses, public facilities and land, selling expenses, and other expenses or contributed expenses required under the decrees. The Company shall not ask for any compensation for price fluctuations or other reasons. Further, under the contract, the Company shall give TSC performance guarantee amounting to \$181,090, respectively, on the signing date, which will be returned in installments according to the contractual terms. The Company had provided performance guarantee with a guarantee letter of the bank as follows:
September 30, 2015 December 31, 2014 September 30, 2014
Lot No.12-12, and No.601-1 Guo-An
Sec., Xitun District, Taichung City \$ $181,090$ \$ 181,090 $\sqrt{3}$ 181,090
(11) On January 20, February 10 and December 27, 2014, the Company signed a contract with Taiwan Sugar Corporation ("TSC") in relation to cooperative construction of houses. According to the contracts, TSC shall provide Taichung City Koan An Section No.591-1 and Tainan City Hou Guan Section No.34 and Nanzi Dist., Kaohsiung City Nanzi 1st section No.158, etc: the Company shall provide funding for those projects and repurchase houses and land allocated to TSC amounting to \$638,763, \$830,889 and \$1,255,300, and shall bear all improvement fees of houses, public facilities and land, selling expenses, and other expenses or contributed expenses required under the decrees. The Company shall not ask for any compensation for price fluctuations or other reasons. Further, under the contract, the Company shall give TSC performance guarantee amounting to \$63,880, \$83,080 and \$125,540, respectively, on the signing date, which will be returned in instalments according to the contractual terms. The Company had provided such performance guarantee with guarantee letter of the bank as follows:
| September 30, 2015 December 31, 2014 September 30, 2014 | ||||
|---|---|---|---|---|
| Taichung City Koan An Section No.591- | S | 63,880 | 63.880 | 63,880 |
| Tainan City Hou Guan Section No.34 | 83,100 | 83,100 | 83,100 | |
| Nanzi Dist., Kaohsiung City Nanzi 1st | ||||
| section No.158, etc | 125,600 | $\blacksquare$ | $\bullet$ | |
| The Company giored on companion with $M_{\rm m}$ Form Tool View and Ward I View II is $A \cap \mathbb{Z}$ |
(12) The Company signed an agreement with Mr. Fang Tsai-Yuan and World Vision United Co., Ltd.
on March 5, 2012 and July 17, 2012, respectively, for joint construction of houses. Under those agreements, Mr. Fang Tsai-Yuan and World Vision United Co., Ltd., the owners of land, shall provide the land located at Nos. 572 and 602, Sec. Zhi-Shan 1, Shilin District, Taipei City, respectively, and the Company is responsible for the construction; the houses built would be allocated to both sides based on the specified proportion. In addition, the Company shall give performance bond in the amount of \$350,000 and \$19,570 to Mr. Fang Tsai-Yuan and World Vision United Co., Ltd., respectively, which would be returned to the Group in installments. As of September 30, 2015, December 31, 2014 and September 30, 2014, balance of the performance honds were as follows:
| September 30, 2015 | December 31, 2014 September 30, 2014 | ||
|---|---|---|---|
| No. 602, Sec. Zhi-Shan 1, Shilin | |||
| District, Taipei City | 350,000 | 350,000 | 350,000 |
| No. 572, Sec. Zhi-Shan 1, Shilin | |||
| District, Taipei City | 19,570 | 19,570 | 19,570 |
(13) As of September 30, 2015, December 31, 2014 and September 30, 2014, performance guarantee letters issued for construction undertaking, warranty and leases of subsidiary, Ta-Chen Construction & Engineering Corp., amounted to \$651,240, \$780,581 and \$805,611, respectively.
(14) The Subsidiary, Ta-Chen Construction & Engineering Corp. ("Ta-Chen"), Hung-Yi Construction Corp. and Evergreen International Engineering Corp. ("Evergreen") (collectively referred herein as the "joint contractors") jointly undertook the construction of the new office building of the American Institute in Taiwan. As the joint contractors and the owner of this project both claim the counterparty defaulted on the contract, they terminated the contract and referred the dispute to arbitration. A settlement was reached in August 2013, and the joint contractors would together pay a reconciliation payment amounting to US\$16.4 million, which Ta-Chen pays 68.24%. Ta-Chen has estimated and recognized related arbitration expenses, reconciliation payment and construction loss.
Furthermore, Ta-Chen has paid the settlement on behalf of the joint contractors. Ta-Chen planned to request Evergreen to pay all payments on behalf of other joint contractors. As of December 31, 2014, payments on behalf of other joint contractors recognized as other receivables were \$221,100. As the joint contractors have disagreement regarding the contract, Ta-Chen has filed an arbitration application with the Chinese Arbitration Association, Taipei, and received an arbitration award on March 27, 2015 wherein, Evergreen International Engineering shall pay Ta-Chen a total amount of \$169,765 plus interest at 5% per annum from December 17, 2013 until the date of payment. Additionally, on June 5, 2015, the arbitration court corrected the payment to \$201,427. Ta-Chen reached an agreement with Evergreen on June 18, 2015 that Evergreen shall pay \$195,000 and both sides shall withdraw revocation proceedings or application for compulsory enforcement. Therefore, Ta-Chen has written off other receivables and recognized loss of \$ 26,100 in the first half of the year (shown as other gains and losses).
Ta-Chen received the above payment of \$195,000 from Evergreen and the case was closed.
- (15) Certain construction contracts undertaken by subsidiary, Ta-Chen Construction & Engineering Corp., specify that default penalty shall be computed according to the contractual terms if the construction is not completed in the prescribed period.
- (16)On May 27, 2011, subsidiary, The Splendor Hotel Taichung, signed a syndicated loan contract with 3 banks, SinoPac Bank, etc., in the amount of \$3.3 million, with Prince Housing & Development Corp. and China Metal Products Co., Ltd. as guarantors. Under the contract, the subsidiary promised its tangible net equity shall not be negative and current ratio, liability ratio, tangible net equity and interest coverage of Prince Housing & Development Corp. and China Metal Products Co., Ltd. shall conform to certain criteria as specified in the contract. If the
subsidiary violates above financial commitments, the managing bank has the right to take the following actions, including but not limited, according to the contract or the resolution of majority of the consortium: 1) request the subsidiary to stop drawing down all or part of the loans; 2) cancel all or part of the credit line of the contract which has not been drawn down yet; 3) announce that all outstanding principal, interest and other accrued expenses payable to the consortium in relation to the loan contract should mature immediately; 4) demand the subsidiary's payment of the promissory note acquired under the loan contract; 5) exercise creditor's right of mortgage, pledge right, other rights or contract transfer right; 6) exercise other rights given by the laws, the loan contract and other relevant documents; 7) take other actions as resolved by the majority of the consortium.
- SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
- None. 12. OTHERS
- (1) Capital management
The Group's capital management is to ensure it has sufficient financial resource and operating plans to meet operational capital for future needs, capital expenditure, obligation repayment and dividend distribution. The Group adjusts borrowing amount in accordance with construction progress and capital needed for operating.
- (2) Financial instruments
- A. Fair value information of financial instruments
The carrying amount of cash and cash equivalents and financial instruments measured at amortized cost (including notes and accounts receivable, other receivables, short-term borrowings, short-term notes and bills payable, notes and accounts payable and other payables) are approximate to their fair values. Furthermore, the Group's management believes the carrying amounts of financial assets and liabilities not measured at fair value are approximate to their fair value or their fair value cannot be reliably measured. Thus, the carrying amount is the estimated fair value. The fair value information of financial instruments measured at fair value is provided in Note 12(3).
- B. Financial risk management policies
- (a) The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial position and financial performance.
- (b) Risk management is carried out by a central treasury department (Group's finance $\&$ accounting division) under policies approved by the Board of Directors. Group's finance & accounting division evaluates and hedges financial risks in close cooperation with the Group's operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk. interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
- C. Significant financial risks and degrees of financial risks
- (a) Market risk
Foreign exchange risk
The Group operates internationally and the currencies primarily used are NTD and USD. Foreign exchange risk arises from recognized assets and liabilities and net investments in foreign operations. Management has set up a policy to require the Group entities to manage their foreign exchange risk against their functional currency. The Group entities are required to manage their entire foreign exchange risk exposure with the Group finance $\&$ accounting division. Foreign exchange risk does not have significant impact to the Group. Interest rate risk
The Group's interest rate risk arises from short-term and long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's borrowings at variable rate were denominated in the NTD. If interest rates on borrowings had been 0.1% basis point higher/lower with all other variables held constant, pre-tax profit for the nine months ended September 30, 2015 and 2014 would have been \$13,840 and \$13,626 lower/higher, respectively.
Price risk
The Group's investments in equity instruments, and the prices would change due to the change of the future value of investee companies. However, the Group has set a stop-loss point and it was assessed that the Group was not exposed to significant price risk. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, pre-tax profit for the nine months ended September 30, 2015 and 2014 would both have increased/decreased by \$34,052 and \$35,819, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by \$16,396 and \$25,933, respectively, as a result of gains/losses on equity securities classified as available-for-sale.
- (b) Credit risk
- i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. Credit risk arises from cash and deposits with banks and financial institutions, including outstanding receivables.
- ii.The Group's receivables, which are the receivables from pre-selling of housing before completing construction and transferring the title, are installments received from customers of pre-construction real estate. Therefore, it was assessed that the Group was not exposed to significant credit risk from receivables.
- iii.For the nine months ended September 30, 2015 and 2014, the management does not expect any significant losses from non-performance by these counterparties.
- (c) Liquidity risk
- i.Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group's finance $\&$ accounting division. Group's finance $\&$ accounting division monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times.
- ii.The table below analyses the Group's non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| September 30, 2015 | |||
|---|---|---|---|
| Within 1 year | Between 1 to 3 years | Over 3 years | |
| Non-derivative financial liabilities: | |||
| Short-term borrowings | \$ 3,784,616 |
\$ | \$ |
| Short-term notes and bills payable | 1,229,600 | ||
| Notes payable | 128,995 | ||
| Accounts payable | 2,047,211 | 46,374 | 879,653 |
| Other payables | 1,077,736 | 5,709 | 90 |
| Guarantee deposits received | 83,252 | 32,908 | 30,465 |
| Bonds payable | 65,350 | 2,104,100 | 2,538,750 |
| Long-term borrowings (including current portion) |
623,235 | 3,708,445 | 7,673,194 |
| December 31, 2014 | |||
| Within 1 year | Between 1 to 3 years | Over 3 years | |
| Non-derivative financial liabilities: | |||
| Short-term borrowings | \$ 3,347,853 |
S | \$ |
| Short-term notes and bills payable | 2,605,000 | ||
| Notes payable | 22,027 | ||
| Accounts payable | 2,043,595 | 1,479,166 | 739,557 |
| Other payables | 1,287,066 | 1,638 | 110 |
| Guarantee deposits received | 90,482 | 14,355 | 31,710 |
| Bonds payable | 65,350 | 2,119,617 | 2,535,521 |
| Long-term borrowings (including current portion) |
2,195,189 | 2,301,089 | 6,218,921 |
| September 30, 2014 | |||
| Within 1 year | Between 1 to 3 years | Over 3 years | |
| Non-derivative financial liabilities: | |||
| Short-term borrowings | \$ 4,261,029 |
\$ | \$ |
| Short-term notes and bills payable | 2,496,000 | ||
| Notes payable | 135,490 | ||
| Accounts payable | 1,559,598 | 92,016 | 839,189 |
| Other payables | 905,340 | 581 | |
| Guarantee deposits received | 139,318 | 6,479 | 35,810 |
| Bonds payable | 65,350 | 130,700 | 4,516,338 |
| Long-term borrowings (including current portion) |
1,948,170 | 2,402,467 | 5,369,481 |
(3) Fair value estimation
- A.Details of the fair value of the Group's financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A. Details of the fair value of the Group's investment property measured at cost are provided in Note 6(12).
- B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group's investment in listed stocks and beneficiary certificates is included in Level 1.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
- Level 3: Unobservable inputs for the asset or liability. The fair value of the Group's investment in equity investment without active market is included in Level 3.
- C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at September 30, 2015, December 31, 2014 and September 30, 2014 is as follows:
| September 30, 2015 | Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|---|
| Assets: | ||||||
| Recurring fair value measurements | ||||||
| Financial assets at fair value | ||||||
| through profit or loss | ||||||
| Equity securities | \$ 388,623 |
\$ | $^{\circ}$ | S | 388,623 | |
| Available-for-sale financial assets | ||||||
| Equity securities | 1,059,949 | 234,612 | 1,294,561 | |||
| \$1,448,572 | \$ | \$234,612 | \$1,683,184 | |||
| December 31, 2014 | Level 1 | Level 2 | Level 3 | Total | ||
| Assets: | ||||||
| Recurring fair value measurements | ||||||
| Financial assets at fair value | ||||||
| through profit or loss | ||||||
| Equity securities | \$ 316,113 |
S, | - \$ | \$ | 316,113 | |
| Available-for-sale financial assets | ||||||
| Equity securities | 1,349,481 | 276,597 | 1,626,078 | |||
| \$1,665,594 | \$ | \$276,597 | \$1,942,191 |
| Septermber 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||
|---|---|---|---|---|---|---|---|
| Assets: | |||||||
| Recurring fair value measurements | |||||||
| Financial assets at fair value | |||||||
| through profit or loss | |||||||
| Equity securities | S | 301,834 \$ | - \$ | $\frac{1}{2}$ | S. | 301,834 | |
| Available-for-sale financial assets | |||||||
| Equity securities | 1,478,150 | 163,934 | 1,642,084 | ||||
| .779.984 | S | 163,934 | 1,943,918 |
D. The methods and assumptions the Group used to measure fair value are as follows:
(a) The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
| Listed shares | Open-end fund | |
|---|---|---|
| Market quoted price | Closing price | Net asset value |
(b) The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group's credit quality.
E. For the nine months ended September 30, 2015 and 2014, there was no transfer between Level 1 and Level 2.
F. The following chart is the movement of Level 3 for the nine months ended September 30, 2015 and 2014:
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Non-derivative equity Non-derivative equity | ||||
| instruments | instruments | |||
| At January 1 | 276,597 | - \$ | 285,365 | |
| Gains and losses recognised in other comprehensive income (Note) |
41,985) ( | 96,431) | ||
| Proceeds from capital reduction | 25,000) | |||
| September 30 | 234,612 | 163,934 | ||
| Movement of unrealized gain or loss in profit or loss |
¢ |
Note: Recorded as unrealised valuation gain or loss of available-for-sale financial assets.
- G. For the nine months ended September 30, 2015 and 2014, there was no transfer into or out from Level 3.
- H. Finance and Accounting segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently assessing valuation results and making any other necessary adjustments to the fair value.
- I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Fair value at September 30, 2015 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fair value |
||
|---|---|---|---|---|---|---|
| Non-derivative equity | ||||||
| Unlisted shares | S | 234,612 | Net asset value |
Net asset value |
N/A | The higher the net asset value, the higher the fair value |
J. The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in difference measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used to valuation models have changed:
| September 30, 2015 | ||||||
|---|---|---|---|---|---|---|
| Recognised in profit or loss | Recognised in other comprehensive income |
|||||
| Input | Change | Favourable change |
Unfavourable change |
Fayourable change |
Unfavourable change |
|
| Financial assets | ||||||
| Equity instruments | 44,561 | ±1% | \$ 446 |
(\$ 446) |
||
| December 31, 2014 | ||||||
| Recognised in profit or loss | Recognised in other comprehensive income |
|||||
| Input | Change | Favourable | Unfavourable | Fayourable | Unfavourable | |
| change | change | change | change | |||
| Financial assets | ||||||
| Equity instruments | 44,041 | $\pm 1\%$ | \$ | \$ 440 |
$\left( \frac{6}{5} \right)$ 440) |
|
| September 30, 2014 | ||||||
| Recognised in profit or loss | Recognised in other comprehensive income |
|||||
| Input | Change | Favourable | Unfavourable | Favourable | Unfavourable | |
| change | change | change | change | |||
| Financial assets | ||||||
| Equity instruments | 46,190 | ±1% | \$ 462 |
(\$ 462) |
$\ddot{\phantom{a}}$
13. SUPPLEMENTARY DISCLOSURES
- (1) Significant transactions information
- A. Loans to others: Please refer to table 1.
- B. Provision of endorsements and guarantees to others: Please refer to table 2.
- C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
- D. Acquisition or sale of the same security with the accumulated cost exceeding \$300 million or 20% of the Company's paid-in capital: None.
- E. Acquisition of real estate reaching NT\$300 million or 20% of paid-in capital or more: Please refer to table 4.
- F. Disposal of real estate reaching NT\$300 million or 20% of paid-in capital or more: None.
- G. Purchases or sales of goods from or to related parties reaching NT\$100 million or 20% of paid-in capital or more: Please refer to table 5.
- H. Receivables from related parties reaching NT\$100 million or 20% of paid-in capital or more: Please refer to table 6.
- I. Trading in derivative instruments undertaken during the reporting periods: None.
- J. Significant inter-company transactions during the reporting periods: Please refer to table 7.
- (2) Information on investees Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 8.
- (3) Information on investments in Mainland China None.
14. SEGMENT INFORMATION
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions. The Group's corporate composition, basis for segmentation, and basis for measurement of segment's information had no significant changes for the period. The chief operating decision-maker considers the business from a product perspective.
(2) Measurement of segment information
The chief operating decision-maker assesses the performance of the operating segments based on the profit (loss) before taxes. This measurement basis excludes the effects of non-recurring revenues/expenditures from the operating segments. Accounting policies of operating segments are the same as the summary of significant accounting policies in Note 4 to the consolidated financial statements.
(3) Information about segment profit or loss and assets
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
| Nine months ended September 30, 2015 | |||||
|---|---|---|---|---|---|
| Write-off and | |||||
| Item | Construction | Hotel | Others | Adjustment | Total |
| External operating revenue-net \$ | 4,967,773 | 2,513,809 S |
548,751 £. |
\$ | \$ 8,030,333 |
| Internal operating revenue-net | 793,729 | 1,142,292 | 1,936,021) | ||
| Total segment revenue | 5,761,502 | 2.513,809 | 1,691,043 | 8,030,333 | |
| Costs and expenses | 5,372,340) | 2,175,400) | 746,566) | 1,173,757 | 7,120,549) |
| Segment income | 389,162 | 338,409 | 944,477 | 909,784 | |
| Other income | 264,591 | 7,951 | 25,995 ( | 29,529) | 269,008 |
| Other gains and losses | 52,369 | 156( | 23,289) | 60,476 | 89,712 |
| Finance costs | 233,692) ( | $48,018$ ) ( | 266) | 27,730 ( | 254,246) |
| Share of (loss)/profit of associates and joint ventures accounted for under equity method |
527,994 | 79,123) ( | 431,076) | 17,795 | |
| Segment income before tax | 1,000,424 | 298,498 | 867,794 | 1,032,053 | |
| Income tax expense | 99,432 | $30,323$ ) ( | 22,577) ( | 33,245) ( | 185,577) |
| Net income for the period | \$ 900,992 |
S 268,175 |
845,217 | 846,476 | |
| Segment assets | 48,111,400 S |
7,449,198 S |
2,267,100 | 4,579,910) | 53,247,788 |
| Nine months September 30, 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Write-off and | ||||||||
| Item | Construction | Hotel | Others | Adjustment | Total | |||
| External operating revenue-net \$ | 6,664,229 S |
2,565,135 | -S | 551,329 | S. | £. | 9,780,693 | |
| Internal operating revenue-net | 746,147 | 48,219 ( | 794,366) | |||||
| Total segment revenue | 7,410,376 | 2,565,135 | 599,548 | 9,780,693 | ||||
| Costs and expenses | 7,036,375) | $2,223,630$ ( | 447,279) | 808,028 | 8,899,256) | |||
| Segment income | 374,001 | 341,505 | 152,269 | 881,437 | ||||
| Other income | 379,123 | 2,863 | $22,050$ ( | 21,429) | 380,943 | |||
| Other gains and losses | $221,913$ ( | $230)$ ( | 10,879) | 192,692 ( | 40,330) | |||
| Finance costs | 241,674) ( | $48,631$ ( | 1) | 20,681 ( | 267,961) | |||
| Share of (loss)/profit of associates and joint ventures accounted for under equity method |
340,167 | $6,890)$ ( | 240,229) | 93,048 | ||||
| Segment income before tax | 629,704 | 295,507 | 156,549 | 1,047,137 | ||||
| Income tax expense | $41,814)$ ( | 30,086) ( | $2,640)$ ( | 2,496) ( | 77,036) | |||
| Net income for the period | \$ 587,890 S |
265,421 | S | 153,909 | 970,101 | |||
| Segment assets | 48,828,502 | 7,488,306 | 2,633,737 | 4,449,349) | S | 54,501,196 |
(4) Reconciliation for segment income (loss) and assets
The revenue from external parties, segment income and segment assets reported to the chief operating decision-maker are measured in a manner consistent with the revenue, profit before taxes, and total assets in the financial statements. Information on adjusted consolidated total profit (loss), reportable segment profit after taxes and total assets, and reconciliation for reportable segment assets for this period is provided in Note 14(3).
| Nine months ended September 30, 2015 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 1 | Expressed in thousands of NTD | |||||||||||||||||
| (Except as otherwise indicated) | ||||||||||||||||||
| Maximum | ||||||||||||||||||
| outstanding | Collateral | |||||||||||||||||
| the nine months balance during |
Balance at | Amount of | ||||||||||||||||
| Number | General ledger Is a related ended September September 30, Actual amount Interest | Nature of | transactions with the |
Reason for short-term | Allowance for doubtful |
Limit on loans | granted to a Ceiling on total | |||||||||||
| (Note 1) | Creditor | Borrower | account | È | 30, 2015 | 2015 | drawn down | tic | lcan | borrower | fmancing | account | Item Value single party loans granted | Note | ||||
| 0 | Development Corp. Prince Housing & |
Ta-Chen Construction Other receivables - & Engineering Corp. related parties |
⊁ | s, | 200,000 \$ | 200,000 | 27 | Short-term financiang |
Additional operating capital | S) | None | 44 | 500,000 \$ 9,300,214 Note 2 | |||||
| Prince Security Co., 3 |
Consulting Co., Ltd. Prince Property Management |
Other receivables - related parties |
≻ | 15,000 | 15,000 | 10,000 | $\overline{2}$ . | Short-term financiang |
, | Additional operating capital | None | 30,000 | 77,060 Note 3 | |||||
| Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows: (1) The Company is '0' |
||||||||||||||||||
| Note $T_2$ in accordance with the Given colored model is a straight $T_1$ . The set of $T_2$ (2) The subsidiaries are numbered in order starting from '1' |
$\frac{1}{2}$
Prince Housing & Development Corp. Loans to others
Note 2: In accordance with the Group's related regulations, the total amount for loan is 40% of its net worth.
Note 3: In accordance with Prince Security Co., Ltd.'s related regulations, the total amount for loan is 40% of
$\ddot{\phantom{0}}$
Prince Housing & Development Corp.
Provision of endoursements and guarantees to others
Nine months ended September 30, 2015
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number | (Note 1) Endorser guarantor | Prince Housing & | Development Corp. | Prince Housing & | Jevelopment Corp. | Engineering Corp. | Management Maintain Prince Apartment $\mathbb{C}_c$ , Lid |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dong-Feng Enterprises Co.,Ltd. |
Prince Utility Co., Ltd. | ||||||||||||||
| Party being endorsed/guarantored | Company name | Ta-Chen Construction & | Engineering Corp | The Splendor Hotel | Taichung | Development Corp. Prince Housing & |
Development Corp. Prince Housing & |
Development Corp. Jin-Yi-Xing plywood Co., Prince Housing & |
Development Corp. Ta-Chen Construction & Prince Housing & |
Prince Security Co., Ltd. | |||||
| Relationship with | the endorsor | /guarantor (Note | ล | ||||||||||||
| Limit on | endorsements/ | guarantees | provided for a | single party | 4,650,107 | 4,650,107 | 2,000,000 | 1,000,000 | 2,500,000 | 1,500,000 | 20,000 | ||||
| Maximum | outstanding | endorsement/ | guarantee | amount as of | September 30, | 2015 | 1,900,000 | 2,000,000 | 1,810,889 | 900,000 | 2,500,000 | 927,889 | 20,000 | ||
| Outstanding | endoursement | guarantee | amount at | 2015 | 1,900,000 ¢, |
2,000,000 | 1,810,889 | 900,000 | 2,500,000 | 927,889 | 20,000 | ||||
| September 30, Actual amount secured with the endorser/ | 1,734,883 | 1,810,889 | 638,763 | 2,086,198 | 10,000 | ||||||||||
| Amount of | endorsement/ | ||||||||||||||
| Ratio of | accumulated | endorsement | guarantee amount | guarantees to net asset value of | drawn down collateral guarantor company | 672 | 980 | 749 | য় | $\boldsymbol{z}$ | |||||
| Ceiling on total | amount of | endorsements | guarantees | provided | 11,625,267 49 |
11,625,267 | 4,000,000 | 2,000,000 | 5,000,000 | 3,000,000 | 50,000 | ||||
| endorsements endorsements s/guarantees | company to | subsidiary | z | z | z | z | z | ||||||||
| Provision of Provision of endorsement | guarantees / guarantees | by parent by subsidiary | to parent | company | z | z | z | ||||||||
| Provision of | to the party | in the | Mainland | China | z | z | z | z | z | z | z | ||||
| Pootnote | Note 3 | and 4 | Note 3 | and 4 | Note 5 | Note 6 | Nete - | Note 8 | Note 9 |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
$(1)$ The Company is '0'
(2) The subsidiaries are numbered in order starting from '1'
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:
(1) Having business relationship.
(2) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.
(3) The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed Company.
(4) The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary
(5) Mutual guarantee of the trade as required by the construction contract.
(6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed Company in proportion to its ownership.
Note 3. In accordance with the Group's related regulations, the total amount of transactions of endorsementes and the limit of endorsements and guarantees for any single entity is 20% of the Company's net worth. Note 5: In accordance with Dong-Feng Enterprises Co., Ltd. related regulations, the limit of endorsements and guarantees for any single entity is \$2,000,000; the total accumulated amount is \$4,000,000. Note 4: In accordance with the Group's related regulations, the total accumulated anomulated ansus condocsements and guarantees cannot exceed 50% of the Group's net worth.
Note 6: In accordance with Prince Utility Co., Ltd. related regulations, the limit of endorsements and guarantees for any single entity is \$1,000,000; the total accumulated amount is \$2,000,000.
Note 7. In accordance with Jin-Yi-Xing plywood Co., Ltd. related regulations, the limit of endorsements and guarantees for any single entity is \$2,500,000; the total accumulated amount is \$5,000,000.
Note 9. In accordance with Prince Apartment Management Maintain Co., Ltd.'s related regulations, the limit of endorsements and guarantees for any single entity is \$20,000; the total accumulated amount is \$50,000. Note 8. In accordance with Ta-Chen Construction & Engineering Corp. related regulations, the limit of endorsements and guarantees for any single entity is \$1,500,000; the total accumulated amount is \$3,000,00.
| Ì Ľ Ê ā ć, |
|---|
| ------------------------ |
Expressed in thousands of NTD
(Except as educrivise indicated)
| Relationship with the securities | As of September 30, 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Securities held by | Marketable scennies | Name of investee companies | ESSUET | General ledger account | Number of slares | Book value | Ownership (%) | Foctnote Fair value |
|
| Prince Housing & Development Corp | न जन्म |
Nantex Industry Co., Ltd. | Read | Available-for sale financial assets-non-current | v, 6,534,922 |
176,443 | SA Note |
Listed company, Note 3 27,00 |
|
| Stock | ScinoPham Taiwan, Ltd. | Nome | Available-for sale financial assets-non-current | 21,822,00 | 851,175 | Note 1 | Listed company, Note 4 39.00 |
||
| Stock Stock |
Simplo Technology Co. Ltd. | j Ž |
Available-for sale financial assets-non-current | 127,249 | 13,488 | Note 1 | OTC company 106.00 |
||
| Stock | Trade-Van Information Service Co., Ltd. | Space | Available-for sale financial assets-non-current | 85,535 | 2,126 | Note 1 | Listed company 24.85 |
||
| Š | Easywell Biomedicals, Inc. | Space | Available-for sale financial assets-non-current | 34,441 | 1,030 | Note 1 | OTC company 29.90 |
||
| siock | Genome International Biomedical Co. Ltd. | Nore | Available-for sale financial assets-non-current | $\frac{1}{2}$ | 34 | Note 1 | OTC company 26,00 |
||
| Sioci | Universal Venture Capital Investment Corp. | Norie | Available-for sale financial assets-non-current | 1,400,000 | 13,062 | Note 1 | 9.33 | ||
| Sinci Si |
Grand Bills Finance Corp. | Nore 2 |
Available-for sale financial assets-non-current | 48,672 | $\tilde{m}$ | Note 1 | 15.92 | ||
| Stock | Chipwell Tech.Corp. | None | Available-for sale financial assets-non-current | 344,488 | 2,0.28 | Note 1 | 5.89 | ||
| Stock | Nazımat Technology Co., Ltd. | Note: | Available-for sale financial assets-non-current | ,198,956 | 5,836 | Note 1 | 13.25 | ||
| Stock | Southern Science Joint Development Co., Ltd | None | Available-for sale financial assets-non-current | 167,700 | 189,639 | 10.00 | 1.130.32 | ||
| Stock | Changing Information Technology Co., Ltd. | Non: | Available-for sale financial assets-non-current | 116,741 | $\vec{a}$ | Note 1 | $\frac{10}{2}$ | ||
| Stock | Formosoft International Co., Ltd | None | Available-for sale financial assets-non-current | 55,920 | 373 | Note 1 | 6.68 | ||
| Stock | resident Energy Development Corp. | Nore 2 | Financial assets measured at cost-non-current | 1,680,000 | 46,009 | Note: | 62.48 | ||
| Slock | President International Development Corp. | None | Financial assets measured at cost-non-current | 87,745,770 | 841,520 | 6.63 | Note 5 $rac{1}{2}$ |
||
| Stock | lia-Cheng Venture Capital Investment Co., Ltd. | yang 2 |
Financial assets measured at cost-non-current | 159,024 | Note 1 | Note 2 | |||
| Stock | lia-Hua Venture Capital Investment Co., Ltd. | Rott | Financial assets measured at cost-non-current | 211,22 | P.90 | Note 2 | |||
| Stock | Ever-Move Technology Co., Ltd | $\frac{1}{2}$ | Financial assets measured at cost-non-current | 1,076 | Note 1 | Note 2 | |||
| Stock | Chuang-Jing Technology Co., Ltd. | None | funneial assets measured at cost-non-current | 12,645 | Note 1 | Note 2 | |||
| Stock | Bao-Mao Technology Co., Ltd. | None | Financial assets measured at cost-non-current | 27,933 | Note 1 | Note 2 | |||
| Stock | ite-Lun Technology Co., Ltd. | None | Financial assets measured at cost-non-current | 17,280 | Note 1 | Note 2 | |||
| Siack | Quan-Mao Technology Co., Ltd | Non: | rinancial assets measured at cost-non-current | 341,745 | Č. | Note 2 | |||
| S.ock | Wei-Jun Technology Co., Ltd. | $\frac{6}{2}$ | Financial assets measured at cost-non-current | 1,846 | Note 1 | Note 2 | |||
| Stock | Chieh-Cheng Technology Co., Ltd. | $\frac{1}{2}$ | Financial assets measured at cost-non-current | 41,343 | Note 1 | Note 2 | |||
| 眉 | Mega Diamond Money Market Fund | ğ | Financial assets at fair value through profit or loss-non-current | 6,301,406 | 7,778 | Note 1 | 12.36 Note 6 | ||
| Ta-Cica Construction & Engineering $\mathbf{C}\mathbf{a}\mathbf{p}.$ |
İ | Vantex Industry Co., Ltd | Š | Financial assets at fair value through profit or loss-current | 11,512,781 | 310,845 | Let 2 |
Note 7 27.00 |
|
| Šisek | Chipwell Tech. Corp. | Nome | Available-for sale financial assets-non-current | 349,990 | 2,062 | Note 1 | 5.89 | ||
| Stock | Naumai Technology Co., Ltd. | None | Available-for sale financial assets-non-current | 1.344,624 | 17,817 | 5.52 | 13.25 | ||
| Prince Housing Investment Co., Ltd. | Siock | Tou ksu Investments Inc. | None | Available-for sale financial assets-non-current | 60O | R | 15.00 | l asu | |
| Prince Apartment Management Maintain Co. Ltd. |
Siack | Prince Housing & Development Corp. | Parent Company | Available-for sale financial assets-non-current | 655,424 | 8,324 | Note 1 | 9.93 | |
| Stock | Tainan Spinning Co., Ltd. | Non: | Available-for sale financial assets-non-current | 120,992 | 2,250 | Jote: | $\frac{8}{13.90}$ | ||
| Dong-Feng Enterprises Co., Ltd. | Stock | Nantex Industry Co., Ltd. | None | Available-for sale financial assets-non-current | 163,736 | 2,636 | Note 1 | 27.00 | |
| Stock | Sung Gang Asset Management Co., Ltd. | Nane | Available-for sale financial assets-non-current | 47.96% | 825 | Note: | 21,40 | ||
| Prince Security Co., Ltd. | Šieck | Vanmat Technology Co., Ltd | Space | Available-for sale financial assets-non-current | 179.283 | SOS | $\frac{1}{2}$ | 13.25 | |
Note 1: Percentege of Coaspany's covinestip is kess than 5%.
Note 2: We have not received the frameral statements from meangement. Thus the net ratue cannot be nuesared.
Note 3: 4,088,451 shares of outstanding common stock
Table 3
| quisition of real estate reaching \$300 million or 20% of paid-in capital or more line months ended September 30, 2015 Trince Housing & Development Corp |
|
|---|---|
| ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- |
Expressed in thousands of NTD
(Except as otherwise indicated)
If the counterparty is a related party, information as to last transaction of the real estate is $\frac{1}{2}$
| commitments Other |
None | None | Nome | None |
|---|---|---|---|---|
| used in setting the Reason for acquisition of real estate |
For operating use | For operating use | For operating use | For operating use |
| Basis or reference price |
Market value | Note 3 | Market value | 5,810 Valuated by Euro- Evaluation Group. Asia Property |
| Date of the original transaction Amount |
February 1975 to October 1977 | |||
| estate to the original owner and Relationship |
Third party | |||
| Relationship who sold the real between the Counterparty counterparty counterparty acquirer Original owner |
Third party | |||
| with the | Third party | Third party | Related party | |
| \$ 664.098 \$ 664.098 New Taipei City Third party Government |
1,107,567 Redevelopment zone of Xia Hai Kaohsiung City Term, Renwu District, |
1,061,724 Taiwan Sugar Corporation. |
829,021 $\lim_{h \to 0} Y_i + X_i \lim_{h \to 0}$ plywood Co., | |
| amount Transaction |
||||
| Status of | Note 3 | 1,061,724 | 829,021 | |
| 2015/03/03 (Note 1) |
2013/06/14 (Note 2) |
2010/12/20 (Note 2) |
2015/08/07 (Note 2) |
|
| Chang Section No. 222 |
Hai Lot No. 978, eg C |
Section No. 12-12, No. 12-13 |
Section No. 52 etc. | |
| Real estate acquired by Real estate acquired Date of the event payment | Prince Housing & Development Corp. Bail Dist. Chung | Prince Housing & Development Corp. Ren Wu Dist. Xia | Prince Housing & Development Corp. Xitun Dist. Kao An | Prince Housing & Development Corp. New Hougang West |
Note 1: The transfer of tide took place on sufferrent date.
Note 2: The signing date of the control of the offered and indeed to the redevelopment zone, the transation amount was the expected price includes compensation fo
Table 4 P.1
| dousing | chases or sales of goods from or to related parties reaching \$100 million or 20% of paid-in capital or more. | 015 September 3 g the months en- |
|
|---|---|---|---|
| --------- | --------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | -- |
Expressed in thousands of NTD
(Except as otherwise indicated)
| Transaction | Differences in transaction terms compared to third party transactions |
Notes/accounts receivable (payable) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Relationship with the Purchases | Percentage of total | Percentage of total notes/accounts |
||||||||
| Purchaser/Seller | Counterparty | counterparty | (Sales) | Amount | purchases (sales) | Credit term | Unit price | Credit term | Balance | receivable (payable) Footnote |
| Development Corp. Prince Housing & |
Cheng-Shi Construction Co. Ltd. |
Subsidiary | Purchases | 20,623 | Š | Progress payments were made in accordance with the contract terms. |
compared to the It is reasonable normal trading terms. |
It is reasonable compared (\$ to the normal trading terms. |
21,381 | (1%) |
| Development Corp. Prince Housing & |
Prince Utility Co., Ltd. | Subsidiary | Purchases | 219,904 | 4% | Progress payments were made in accordance with the contract terms. |
compared to the It is reasonable normal trading terms. |
to the normal trading terms. It is reasonable compared |
58,205) | $\widehat{S}$ |
| Development Corp. Prince Housing & |
Jin-Yi-Xing plywood Co., Ę |
Subsidiary | Purchases | 829,021 | 16% | Progress payments were made in accordance with the contract terms. |
compared to the It is reasonable normal trading terms. |
to the normal trading terms. It is reasonable compared |
2,768) | (0%) |
| Ta-Chen Construction & Engineering Corp. |
Tainan Spinning Co., Ltd. | Affiliated company | (Sales) | 67.596) | (7%) | Progress payments were made in accordance with the contract terms. |
compared to the It is reasonable normal trading terms. |
to the normal trading terms. It is reasonable compared |
421,558 | 30% |
Table 5
| Overdue receivables | ||||||||
|---|---|---|---|---|---|---|---|---|
| Relationship with the Balance as at September | subsequent to the Amount collected |
Allowance for | ||||||
| Creditor | Counterparty | counterparty | 30, 2015 | Turnover rate | Amount | Amount action taken balance sheet date doubtful accounts | ||
| Prince Housing & Development Corp. The Splender Hotel Taichung | Subsidiary | Other assets | ||||||
| Ta-Chen Construction & Engineering Tainan Spinning Co., Ltd. Corp. |
Affiliated company | -obligation receivable Accounts receivable 575,000 421,558 |
040 | 2715 | ||||
Prince Housing & Development Corp.
Receivables from related parties reaching \$100 million or 20% of paid-in capital or more
Nine mouths ended September 30, 2015
Table 6
$\frac{1}{2}$
Significant inter-company transactions during the reporting periods Nine months ended September 30, 2015 Prince Housing & Development Corp.
Expressed in thousands of NTD (Except as otherwise indicated)
Transaction
| operating revenues or consolidated total Percentage of |
total assets 2.74% |
6,48% 10.32% 1.21% |
3.26% | 1.08% | 3.40% | 1.20% | 3.92% | ||
|---|---|---|---|---|---|---|---|---|---|
| Transaction terms | 219,904 Negotiated terms | Negotiated terms Negotiated terms |
endorsement and guarantee In accordance with |
procedures | 575,000 Creditor's rights purchase contract |
endorsement and guarantee 1,810,889 In accordance with procedures |
endorsement and guarantee In accordance with procedures |
endorsement and guarantee In accordance with procedures |
|
| Amount | 520,623 829,021 |
641,900 | 1.734.883 | 638,763 | 2,086,198 | ||||
| General ledger account | Purchases | Purchases Purchases |
Construct in progress | Endorsement and guarantee | - obligation receivables Other assets |
Endorsement and guarantee | Endorsement and guarantee | Endorsement and guarantee | |
| Relationship | he Company to the consolidated subsidiaries | The Company to the consolidated subsidiaries The Company to the consolidated subsidiaries |
The Company to the consolidated subsidiaries | The Company to the consolidated subsidiaries | The Company to the consolidated subsidiaries | The consolidated subsidiaries to the Company | The consolidated subsidiaries to the Company | The consolidated subsidiaries to the Company | |
| Counterparty | Prince Utility Co., Ltd. | Chang-Shi Construction Co., Ltd. fin Yi Xing Plywood Co., Ltd. |
Cheng-Shi Construction Co., Ltd. | The Splender Hotel Taichung | The Splender Hotel Taichung | Prince Housing & Development Corp. | Prince Housing & Development Corp. | Prince Housing & Development Corp. | |
| Company name | Prince Housing & Development Corp. | Prince Housing & Development Corp. Prince Housing & Development Corp. |
Prince Housing & Development Corp. | Prince Housing & Development Corp. | Prince Housing & Development Corp. | Dong-Feng Enterprises Co., Ltd. | Prince Utility Co., Ltd. | Jin Yi Xing Plywood Co., Ltd. | |
| Number |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows: (1) Parent company is '0'
(2) The subsidiaries are numbered in order starting from '1'.
Note 2: Relationship between transaction company is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between
su
(1) Parent company to subsidiary.
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
Note 3: Regating percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts
Expressed in thousands of NTD
(Except as otherwise indicated)
| Initial investment amount | Shares held as at September 30, 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit (loss) | ||||||||||||
| of the investee for the | Investment income (loss) | |||||||||||
| nine months ended September |
recognised by the Company for the nine months |
|||||||||||
| Investor | Investee | Location | Main business activities | Balance as at September 30 2015 | Balance as at January 1, 2015 | Number of shars | Ownership (%) | Book value | 30, 2015 | ended September 30, 2015 | Footnote | |
| Prince Housing & Development Corp. |
Cheng-Shi Investment Holdings Co., Lid. |
Taiwan | General investment | 946,925 u |
1,381,950 u |
77,504,758 | 100% | 837,844 ĻĄ, |
330,725 V) |
373,089 v, |
Note 1, 2 and 10 | |
| Prince Property Management Consulting Co., Ltd. |
Taiwan | Management and consulting | 181,000 | 181,000 | 17,146,580 | 100% | 274,464 | 16,137 | 17,367 | Note 1 and 2 | ||
| Geng-Ding Co., Ltd | Taiwan | Hotels and catering | 120,000 | 120,000 | 18,000,000 | 30% | 331 687 | 112,426 | 33,728 | Note 4 | ||
| Prince Housing Investment Co., Ĕ |
Islands | British Virgin Overseas investment | 140,413 | 140,413 | 428 | 100% | 395,523 | 37,478 | 37,478 | Note 2 | ||
| BioSun Technology Co., Ltd. | Taiwan | Anti-mildews import and export |
1,000 | 1,000 | 100,000 | 100% | 1,005 | Note 2 | ||||
| Prince Ta-Chen Investment Co., É |
Taiwan | General investment | 198,940 | ı | Š | t | 7,606 | $5 - 6$ | Note 6 | |||
| Dong-Feng Enterprises Co., Ltd. | Taiwan | Housebuilders and sales | 876,431 | 876,431 | 17,300,000 | 100% | 32,805) | 127,614 | 127,614 | Note 2 | ||
| Uni-President Development Corp | Taiwan | Leasing of buildings | ,080,000 | ,080,000 | 08,000,000 | 30% | 344,783 | 153,786 | 47,392 | Note 5 | ||
| The Splender Hotel Taichung | Taiwan | Hotels and catering | 975,000 | 975,000 | 97,500,000 | 50% | 332,375 | 25 468) | 12,734 | Note 2 | ||
| Time Square International Co., | Taiwan | Totels and catering | 600,000 | 600,000 | 73,830,000 | 100% | 412,760 | 148.492 | 148,492 | Note 2 | ||
| Jin Yi Xing Plywood Co., Ltd. | Taiwan | Manufacture of plywoods | 165,410 | 636,194 | 3,938,168 | 99.65% | 782.187) | 778.184 | 11,741 | Note 2 and 8 | ||
| investments Ltd. Early Success |
British Virgin Islands |
Overseas investment | 33.018 | Š | 96 | $\frac{6}{2}$ | Note 2 and 7 | |||||
| Ming-Da Enterprise Co., Ltd. | Tawan | Real estate trading | 127,400 | 127,400 | 7,024,618 | 20% | 166,623 | 183,324 | 15,491 | |||
| Prince Industrial Co., Ltd. | Taiwan | Development of public | 10,000 | 10,000 | 1,000,000 | 100% | 9,580 | $\frac{1}{2}$ | Note 2 35) |
|||
| Prince Real Estate Co., Ltd. | Taiwan | Real estate trading and anibing and building easing |
470,784 | 11,208,632 | 99,65% | 1,496,435 | ı | Note 2 and 11 | ||||
| Cheng-Shi Investment Holdings Co., Ta-Chen Construction & 马 |
Taiwan | Construction | 756,566 | 1191591 | 80497,528 | 100% | 703.054 | 300,500 | Note 2, 3 and 9 | |||
| Prince Utility Co., Ltd. Engineering Corp. |
Taiwan | Electricity water pipe | 56,025 | 56,025 | 3,070,000 | 100% | 98,061 | 11,190 | Note 2 and 3 | |||
| Cheng-Shi Construction Co. | Tarwan | Construction | 108,027 | 108,027 | 10,100,000 | 100% | 166,229 | 19,118 | Note 2 and 3 | |||
| Ta-Chen Construction & Engineering Ta-Chen International (Brunei) Co., Ltd |
Brunei | Overseas investment | 9,316 | 5,316 | 318,000 | l00% | 4,503 | $\tilde{E}$ | Note 2, 3 and 7 | |||
| Prince Housing Investment Co., Ltd. PPG Investment Inc. | Čori. | 0.5A | Orenseas investment | 56,945 | 56,945 | 273 | 27.27% | 14,531 | 18,219) | Note 3 | ||
| Queen Holdings Ltd | British Virgin Islands |
Overseas investment | 122,034 | 122,034 | 2,730 | 27,27% | 359,659 | 32,166 | Note 1 |
| Initial investment amount | Shares held as at September 30, 2015 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit (loss) | |||||||||||
| of the investee for the Investment income (loss) | |||||||||||
| nine months ended recognised by the Company | |||||||||||
| September | for the nine months | ||||||||||
| Investor | Investee | Location Main business activities Balance as at September 30, 2015 Balance as at Jamary 1, 2015 Number of states Coveresting (%) Book value | 30, 2015 | ended September 30, 2015 | Footnate | ||||||
| Prince Ta-Chen Investment Co., Ltd. Prince Capital, Inc. | Islands | British Virgin Overseas investment | 26,727 | 100% | Note 6 and 7 | ||||||
| Prince Property Management Consulting Co., Ltd. |
Prince Apartment Management Maintain Co., Ltd. |
Taiwan Management of apartments | 67,853 | 6,853 | 3,000,000 | 100% | 74,899 | 2,446 | Note 2 and 3 | ||
| Prince Security Co., Ltd. | Taiwan Security | 159,611 | 159,611 | 13,172,636 | 100% | 202,986 | 13,333 | Note 2 and 3 | |||
| Dong-Feng Enterprises Co., Ltd. | Amida Trustlink Assets Management Co., Ltd. |
Taiwan | Development of public housing and building |
332,231 | 362,288 | 24,318,992 | 45.21% | 110,194) | 1,064 | Note 3 | |
| Prince Capital, Inc. | Prince Ventures USA Inc. | Islands | British Virgin Overseas investment | 20,511 | 100% | Note 6 and 7 | |||||
| Ta-Chen International (Burnei) Corp. Ta Chen Construction | (Vietnam) Corp. & Engineering |
Vietnam Construction | 9,440 | 9.440 | 100% | 1,397 | 24) | Note 2, 3 and 7 |
Note 1: The difference between the income (loss) of the investment income (loss) of the investment income invested by the conginist of the invested by the Congany in proportion to the state ownerestlip and unrealized guin
Note 3: The amount has been included in the post (loss) of the Company's investe a randical sumple equiv) mathed and has been recognised as gain (loss) on investment.
Note 4: Provided 12 million alsaw as a collateral
Note