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RH — Interim / Quarterly Report 2017
Nov 22, 2017
52432_rns_2017-11-22_254efa52-68c0-465f-abd8-c56ab8932da1.pdf
Interim / Quarterly Report
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Stock Code:4807
$\mathbf{1}$
(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES
Consolidated Interim Financial Statements
September 30, 2017 and 2016 (With Independent Auditors' Review Report Thereon)
The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Address: Road, P. O. Box 32052, Grand Cayman KY1-1208, Cayman Islands Telephone: 66-24-207440-1074
The auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors' review report and consolidated financial statements, the Chinese version shall prevail.
Table of contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | $\overline{2}$ |
| 3. Independent Auditors' Review Report | 3 |
| 4. Consolidated Balance Sheets | 4 |
| 5. Consolidated Statements of Comprehensive Income | 5 |
| 6. Consolidated Statements of Changes in Equity | 6 |
| 7. Consolidated Statements of Cash Flows | $\overline{7}$ |
| 8. Notes to the Consolidated Interim Financial Statements | |
| Company history (1) |
8 |
| Approval date and procedures of the consolidated financial statements (2) |
8 |
| New standards, amendments and interpretations adopted (3) |
$8 - 13$ |
| Summary of significant accounting policies (4) |
$13 - 15$ |
| Significant accounting assumptions and judgments, and major sources (5) of estimation uncertainty |
15 |
| Explanation of significant accounts (6) |
$16 - 33$ |
| Related-party transactions (7) |
33 |
| Pledged assets (8) |
34 |
| Significant commitments and contingencies (9) |
34 |
| (10) Losses due to major disasters | 34 |
| (11) Subsequent events | 34 |
| $(12)$ Other | $34 - 35$ |
| (13) Other disclosures | |
| (a) Information on significant transactions | $36 - 37$ |
| (b) Information on investees | 37 |
| (c) Information on investment in mainland China | 37 |
| (14) Segment information | $38 - 39$ |
$\sim 10^7$
$\sim 10^7$

要侯建業解合會計師事務府 KPMG
台北市11049信義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)
Telephone 電話 + 886 (2) 8101 6666 傳真 + 886 (2) 8101 6667 Fax Internet 網址 kpmg.com/tw
Independent Auditors' Review Report
To the Board of Directors Regal Holding Co., Ltd.:
We have reviewed the accompanying consolidated balance sheets of Regal Holding Co., Ltd. (the "Company") and its subsidiaries as of September 30, 2017 and 2016, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016. These consolidated interim financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these consolidated interim financial statements based on our review.
We conducted our reviews in accordance with Statement on Auditing Standard 36, "Engagements to Review Financial Statements". A review consists principally of inquiries of the Company's personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated interim financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to in the first paragraph in order for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standard 34 "Interim Financial Reporting" endorsed by the Financial Supervisory Commission of the Republic of China.
KPMG
Taipei, Taiwan (Republic of China) November 10, 2017
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally accepted and applied in the Republic of China.
The auditors' review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors' review report and consolidated financial statements, the Chinese version shall prevail.
(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese)
As of September 30, 2017 and 2016 reviewed only, not audited in accordance with the generally accepted auditing st
REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2017, December 31, 2016, and September 30, 2016
(Expressed in Thousands of New Taiwan Dollars)
l,
| September 30, 2017 | December 31, 2016 | September 30, 2016 | September 30, 2017 | December 31, 2016 | September 30, 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $\frac{1}{2}$ | Current assets: Assets |
Amount | 혜 | Amount | $\mathbf{s}$ | Amount | $\boldsymbol{\mathcal{S}}$ | 21x | Liabilities and Equity Current liabilities: |
Amount | Amount $\mathbf{r}$ |
× | ×) Amount |
||
| $\frac{8}{100}$ | Cash and cash equivalents (note 6(a)) | 564,834 ć۵ |
g | 121,032 | $\Xi$ | 448,639 | S, | 2100 | Short-term loans (notes 6(g), 7 and 8) | 164,304 ÷9 |
≍ | 135,750 | ᅼ | 463,386 | S |
| $\frac{50}{2}$ | Notes receivable, net (note 6(b) | 2,002 | 2,419 | 2150 | Notes payable | 6,089 | $\overline{5}$ | 3,121 | |||||||
| 170 | Trade receivables, net (note 6(b)) | 246,309 | ⊵ | 334,029 | g | 183,489 | ⋣ | 2170 | Trade payables | 47,656 | 53,555 | 38,617 | m | ||
| 1200 | Other receivables (note 6(b) | 2,858 | 1,888 | 6,082 | 2200 | Other payables (note 6(o)) | 99,632 | 93,552 | ۰ | 74,193 | v | ||||
| 130x | Inventories (note 6(c)) | 261,786 | ≌ | 271,546 | 24 | 293,186 | ನಿ | 2730 | Current tax liabilities | 23,874 | 32,278 | m | 41,291 | ||
| 1470 | Other current assets | 31,848 | 17,084 | N | 25,001 | $\frac{10}{2}$ | Advance receipts | $\frac{11}{2}$ | g | 3,546 | |||||
| Total current assets | 1,109,637 | $\mathbf{E}$ | 747,998 | G | 956,397 | 넹 | 2399 | Other current liabilities | 6.142 | 4,618 | П | 1,462 | П | ||
| $\frac{5}{2}$ | Non-current assets: | Total current liabilities | 348,810 | ଞ୍ଚ | 321,024 | $\frac{3}{2}$ | 625,616 | $\frac{48}{5}$ | |||||||
| SO | Property, plant and equipment (notes 6(e), 6(g) | $25\pi$ | Non-Current liabilities: | ||||||||||||
| and 8) | 323,189 | g | 321,620 | 29 | 330,839 | z | 2570 | Deferred tax liabilities | 24,914 | N | 24,914 | N | 321 | ||
| 1780 | Intangible assets (note 6(f)) | 12,681 | 11,870 | 12,028 | 2640 | Net defined benefit plan liabilities - non-current | 19,493 | 16,889 | N | 18,544 | |||||
| 1840 | Deferred tax assets | 19,825 | 19,655 | 2 | 15,550 | 2645 | Refundable deposits | 3,408 | 2.532 | 2,528 | |||||
| 1984 | Other financial assets - non-current (note 8) | 1,744 | 1.385 | 7.371 | Total non-Current liabilities | 47,815 | w | 44,335 | 피 | 21,393 | |||||
| Total non-current assets | 363,439 | $\overline{25}$ | 360,528 | 33 | 365,788 | 28 | $2x\overline{x}$ | Total liabilities | 396,625 | $\frac{26}{5}$ | 365,359 | 뚸 | 647,009 | 9 | |
| 31x | Equity (note 6(k)): | ||||||||||||||
| Equity attributable to owners of parent | |||||||||||||||
| $\frac{8}{100}$ | Common stock | 381,600 | খ্ৰ | 339,200 | ភ | 339,200 | খ | ||||||||
| 3200 | Capital surplus | 418,370 | $\approx$ | 170,160 | 늬 | 170,160 | 듸 | ||||||||
| 33XX | Retained earnings: | ||||||||||||||
| 3310 | Legal reserve | 37,434 | m | 18,576 | N | 18,576 | |||||||||
| 3320 | Special reserve | 40,893 | m | ||||||||||||
| 3350 | Unappropriated retained earnings | 120.275 | ю | 195,540 | $\overline{1}$ | 150,947 | $\Xi$ | ||||||||
| 198,502 | 곅 | 214,116 | 의 | 169,523 | $\frac{1}{2}$ | ||||||||||
| 3410 | Exchange differences on translation of foreign | ||||||||||||||
| financial statements | (32, 631) | ම | (40, 893) | ම | (41,609) | ଗ୍ର | |||||||||
| Total equity attributable to owners of parent: | 965.941 | ଞ୍ଜ | 682,583 | ଧ୍ୟ | 637,274 | ╣ | |||||||||
| 36x | Non-controlling interests (NCI) (note 6(d)) | 110,510 | $\infty$ | 60,584 | 씨 | 37,902 | ∾ | ||||||||
| $3x\alpha$ | Total equity | 1,076.451 | 겨 | 743,167 | G | 675.176 | 51 | ||||||||
| İXXX | Total assets | 1,473,076 ų, |
휇 | 1,108.526 | 뤠 | 1,322.185 I |
뤸 | $2 - 3 \times 2 \times 2$ | Total liabilities and equity | 1,473,076 | 흷 | 1,108,526 | 뤸 | 1,322,185 | 톏 |
(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the three months and nine months ended September 30, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| For the three months ended September 30 | For the nine months ended September 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||||||
| Amount | ℅ | Amount | % | Amount | ℅ | Amount | ℅ | |||
| 4000 | Operating revenues (note 6(n)) | S | 608,440 | 100 | 393,144 | 100 | 1,602,534 | 100 | 1,674,778 | 100 |
| 5000 | Operating costs (notes $6(c)$ , $6(e)$ , $6(h)$ and $6(i)$ ) | 427.020 | 70 | 269,569 | 69 | 1.100.064 | 69 | 1,152,977 | 69 | |
| 5900 | Gross profit | 181.420 | 30 | 123.575 | 31 | 502.470 | 31 | 521.801 | 31 | |
| 6000 | Operating expenses (note 6(b), (e), (f), (h), (i), (l), (o), 7 and 12): |
|||||||||
| 6100 | Selling expenses | 20,249 | 3 | 13,404 | 3 | 48,497 | 3 | 42.652 | 3 | |
| 6200 | Administrative expenses | 42,693 | 7 | 48,724 | 12 | 142,803 | 9 | 137,348 | 8 | |
| 6300 | Research and development expenses | 17.691 | 3 | 22.276 | 6 | 52.902 | 3 | 73.592 | 4 | |
| Total operating expenses | 80,633 | 13 | 84,404 | 21 | 244,202 | 15 | 253,592 | 15 | ||
| 6900 | Operating income | 100.787 | 17 | 39.171 | 10 | 258.268 | 16 | 268.209 | 16 | |
| 7000 | Non-operating income and expenses (note 6(p)): | |||||||||
| 7010 | Other income | 1,928 | 1,552 | 5,002 | 3,112 | |||||
| 7020 | Other gains and losses | (13, 142) | (2) | (2,054) | (20, 841) | (1) | (4, 757) | |||
| 7050 | Finance costs | (1.965) | (2,587) | (1) | (4.583) | (6.254) | ||||
| Total non-operating income and expenses | (13, 179) | (2) | (3.039) | (1) | (20, 422) | (1) | (7, 899) | 16 | ||
| 7900 | Profit before tax | 87,608 | 15 | 36,082 | 9 | 237,846 | 15 | 260,310 | ||
| 7950 | Less: Tax expense (note 6(j)) | 21.882 | 4 | 11.511 | 3 | 68.434 | 4 | 76.457 | 5 | |
| Profit | 65.726 | 11 | 24.571 | 6 | 169,412 | 11 | 183.853 | $\mathbf{11}$ | ||
| 8300 | Other comprehensive income: | |||||||||
| 8360 8361 |
Other components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements |
12,501 | 2 | (12, 847) | (3) | 9,877 | (8,691) | (1) | ||
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to |
|||||||||
| profit or loss | (8.691) | (1) | ||||||||
| 8300 | Other comprehensive income | 12,501 | $\overline{2}$ | (12.847) | (3) | 9.877 | ||||
| 8500 | Total comprehensive income | 78,227 | 13 | 11,724 | 179.289 | 175.162 | 10 | |||
| Profit, attributable to: | ||||||||||
| 8610 | Profit, attributable to owners of parent | s | 43,510 | 7 | 14,863 | 4 | 98,966 | 6 | 143,084 | 9 |
| 8620 | Profit, attributable to non-controlling interests | 22,216 | 4 | 9.708 | $\overline{2}$ | 70.446 | 5 | 40.769 | $\overline{2}$ | |
| 65,726 | 11 | 24.57 | 6 | 169.412 | 11 | 183,853 | 11 | |||
| Comprehensive income attributable to (note 6(d)): | ||||||||||
| 8710 | Comprehensive income, attributable to owners of parent | \$ | 54,586 | 9 | 2,510 | 1 | 107,228 | 7 | 135,373 | 8 |
| 8720 | Comprehensive income, attributable to non-controlling | 23.641 | 4 | 9.214 | 2 | 72.061 | 4 | 39,789 | $\overline{2}$ | |
| interests | 10 | |||||||||
| 78,227 | 13 | 11,724 | 3 | 179,289 | 11 | 175,162 | ||||
| 9750 | Basic earnings per share (note $6(m)$ ) Basic earnings per share |
1.14 | 0.46 | 2,79 | 4,46 | |||||
| 1.14 | 0.46 | 2.79 | 4.43 | |||||||
| 9850 | Diluted earnings per share |
See accompanying notes to consolidated interim financial statements.
l,
| (English Translation of Consolidated Interim Financial Statements and Report Originally Issued CENE A LEGENDER DE LEGA CENA DE LA CENE LEGENDER A CENE y, not aud. |
|---|
| --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES
For the nine months ended September 30, 2017 and 2016 Consolidated Statements of Changes in Equity
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners of parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| differences on Exchange |
|||||||||||
| Retained earnings | translation of | Total equity | |||||||||
| Common | Capital | Legal | Special | Unappropriated | Total retained | foreign financial | attributable to | Non-controlling | |||
| stock | surplus | reserve | reserve | retained earnings | carnings | statements | OWNERS Of parent | interests | Total equity | ||
| Balance at January 1, 2016 | ÷, | 320,000 | 274,336 | 185,763 | 185,763 | (33,898) | 746.201 | 34,030 | 780,231 | ||
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve | 18,576 | ||||||||||
| Cash dividends | $(18,576)$ $(159,324)$ |
(159, 324) | (159, 324) | (35,917) | (195, 241) | ||||||
| Cash dividends from capital surplus | (244, 336) | (244,336) | (244, 336) | ||||||||
| Profit | 143,084 | 143,084 | 143,084 | 40,769 | 183,853 | ||||||
| Other comprehensive income | (7.711) | (נולגו | $\frac{6}{2}$ | (8.691) | |||||||
| Total comprehensive income | 143,084 | 143,084 | ונג, | 135.373 | 39,789 | 175,162 | |||||
| Issue of shares | 19,200 | 140,160 | 159,360 | 159,360 | |||||||
| Balance at September 30, 2016 | 339.200 | 170,160 | 18,576 | 150,947 | 69,523 | (41.609) | 637,274 | 37,902 | 675.176 | ||
| Balance at January 1,2017 | t9 | 339,200 | 170,160 | 18,576 | 195,540 | 214,116 | (40,893) | 682,583 | 60,584 | 743,167 | |
| Appropriation and distribution of retained earnings: Legal reserve |
|||||||||||
| 18,858 | (18, 858) | ||||||||||
| Special reserve | 40,893 | ||||||||||
| Cash dividends | (114, 480) | (114, 480) | (114, 480) | (22, 135) | (136, 615) | ||||||
| Profit | 98,966 | 98,966 | 98,966 | 70,446 | 169,412 | ||||||
| Other comprehensive income | 8.262 | 8,262 | 1,615 | 9.877 | |||||||
| Total comprehensive income | 98,966 | 98,966 | 3.262 | 107.228 | T2,061 | 129.289 | |||||
| Issuance of shares for eash | 42,400 | 247,956 | 290,356 | 290,356 | |||||||
| Share-based payments | $\frac{254}{25}$ | 254 | $\frac{1}{2}$ | ||||||||
| Balance at September 30, 2017 | $\frac{35160}{25}$ | 418.370 | 37,434 | 40,893 | 13년 의 |
195,602 | 3 3 3 |
१६३५ | 110.510 | 1,076,451 | |
(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards
REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| 2017 2016 Cash flows from (used in) operating activities: 237,846 260.310 \$ Profit before tax Adjustments: Adjustments to reconcile profit: 34,972 35,508 Depreciation expense 3,043 2,943 Amortization expense (1, 171) 1,037 Provision (reversal of provision) for bad debt expense 4,583 6,281 Interest expense (302) (340) Interest income 254 Compensation cost of share-based payments 1,566 288 Loss on disposal of property, plant and equipment 296 Loss on disposal of intangible assets 45,219 41,739 Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: 2,920 417 Notes receivable 209,634 88,891 Trade receivables (1, 567) Other receivable (970) 9,760 57,377 Inventories (14, 764) (11,086) Other current assets 83,334 257,278 Total changes in operating assets Changes in operating liabilities: 5,718 (21, 505) Notes payable (26, 472) (5, 899) Trade payable 5,985 (36, 047) Other payables 213 (12, 635) Advance receipts 1,524 (10, 093) Other current liabilities 2,604 2,074 Net defined benefit plan liabilities 10,145 (104, 678) Total changes in operating liabilities 93,479 152,600 Total changes in operating assets and liabilities 135,218 197,819 Total adjustments 373,064 458,129 Cash inflow generated from operations 340 302 Interest received (4, 488) (6, 587) Interest paid (76, 838) (129,001) Income taxes paid 292,078 322,843 Net cash flows from operating activities Cash flows from investing activities: (29, 670) (34,090) Acquisition of property, plant and equipment 191 300 Proceeds from disposal of property, plant and equipment (1, 134) (4,035) Acquisition of intangible assets (361) (373) Increase in other financial assets - non-current (38.295) (30, 877) Net cash flows from investing activities Cash flows from financing activities: 207,298 28,554 Increase in short-term loans 876 270 Increase in guarantee deposits received (439, 577) (136, 615) Cash dividends 290,356 159,360 Proceeds from issuance of shares (72, 649) 183,171 Net cash flows from financing activities 6,848 (6, 494) Effect of exchange rate changes on cash and cash equivalents 443,802 212,823 Net increase in cash and cash equivalents 121,032 235,816 Cash and cash equivalents at beginning of period 448,639 564,834 S Cash and cash equivalents at end of period |
For the nine months ended September 30 | |
|---|---|---|
(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) As of September 30, 2017 and 2016 reviewed only, not audited in accordance with the generally accepted auditing standards
REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Interim Financial Statements
September 30, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
Regal Holding Co., Ltd. (the "Company") was established in the Cayman Islands in October 2014. The main purpose of the establishment, which resulted from organizational restructuring, was to apply to Taiwan Stock Exchange (TWSE) in the Republic of China. In December 2014, after the Company and Regal Jewelry Manufacture Co., Ltd. (RJM) swap its share to restructure the organization, the Company become the holding company of RJM. The Company's shares were listed on the Taiwan Stock Exchange (TWSE) on June 26, 2017. The principal activities of RJM are designing, manufacturing and selling jewelry and gems. Please refer to note 14.
(2) Approval date and procedures of the consolidated interim financial statements:
The Board of Directors authorized issuance of the consolidated interim financial statements on November 10, 2017.
(3) New standards, amendments and interpretations adopted:
The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial $(a)$ Supervisory Commission, R.O.C. ("FSC") which have already been adopted.
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2017:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: Applying the Consolidation Exception" |
January 1, 2016 |
| Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations" |
January 1, 2016 |
| IFRS 14 "Regulatory Deferral Accounts" | January 1, 2016 |
| Amendment to IAS 1 "Presentation of Financial Statements-Disclosure Initiative" |
January 1, 2016 |
| Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization" |
January 1, 2016 |
| Amendments to IAS 16 and IAS 41 "Agriculture: Bearer Plants" | January 1, 2016 |
| Amendments to IAS 19 "Defined Benefit Plans: Employee Contributions" | July 1, 2014 |
| Amendment to IAS 27 "Equity Method in Separate Financial Statements" | January 1, 2016 |
| Amendments to IAS 36 " Impairment of Non-Financial assets-Recoverable Amount Disclosures for Non Financial Assets" |
January 1, 2014 |
| New, Revised or Amended Standards and Interpretations | Effective date per LASB |
|---|---|
| Amendments to IAS 39 " Financial Instruments-Novation of Derivatives and Continuation of Hedge Accounting" |
January 1, 2014 |
| Annual Improvements to IFRSs 2010 2012 Cycle and 2011 2013 Cycle | July 1, 2014 |
| Annual Improvements to IFRSs 2012 2014 Cycle | January 1, 2016 |
| IFRIC 21 "Levies" | January 1, 2014 |
The Consolidated Company believes that the adoption of the above IFRSs would not have any material impact on its consolidated interim financial statements.
The impact of IFRS endorsed by FSC but not yet effective $(b)$
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2018 in accordance with Ruling No. 1060025773 issued by the FSC on July 14, 2017:
| New, Revised or Amended Standards and Interpretations | Effective date per IASB |
|---|---|
| Amendment to IFRS 2 "Classification and Measurement of Share based Payment Transactions" |
January 1, 2018 |
| Amendments to IFRS 4 "Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts" |
January 1, 2018 |
| IFRS 9 "Financial Instruments" | January 1, 2018 |
| IFRS 15 "Revenue from Contracts with Customers" | January 1, 2018 |
| Amendment to IAS 7 "Statement of Cash Flows -Disclosure Initiative" | January 1, 2017 |
| Amendment to IAS 12 "Income Taxes-Recognition of Deferred Tax Assets for Unrealized Losses" |
January 1, 2017 |
| Amendments to IAS 40 "Transfers of Investment Property" | January 1, 2018 |
| Annual Improvements to IFRS Standards 2014-2016 Cycle: | |
| Amendments to IFRS 12 | January 1, 2017 |
| Amendments to IFRS 1 and Amendments to IAS 28 | January 1, 2018 |
| IIFRIC 22 "Foreign Currency Transactions and Advance Consideration" | January 1, 2018 |
$\overline{\phantom{a}}$
$\mathcal{L}$
Except for the following items, the Consolidated Company believes that the adoption of the above IFRSs would not have any material impact on its consolidated interim financial statements. The extent and impact of signification changes are as follows:
IFRS 9 "Financial Instruments" $(i)$
IFRS 9 replaces IAS 39 "Financial Instruments: Recognition and Measurement" which contains classification and measurement of financial instruments, impairment and hedge accounting.
Classification-Financial assets $1)$
IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables, and available for sale.
Based on its preliminary assessment, the Consolidated Company does not believe that the new classification requirements, if applied at September 30, 2017, would have had a material impact on its consolidated interim financial statements.
$2)$ Impairment-Financial assets and contact assets
IFRS 9 replaces the 'incurred loss' model in IAS 39 with a forward-looking 'expected credit loss' (ECL) model. This will require considerable judgment as to how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis.
The new impairment model will apply to financial assets measured at amortized cost or FVOCI, except for investments in equity instruments, and to contract assets.
Under IFRS 9, loss allowances will be measured on either of the following bases:
- 12-month ECLs. These are ECLs that result from possible default events within the 12 months after the reporting date; and
- lifetime ECLs. These are ECLs that result from all possible default events over the expected life of a financial instrument.
Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly since initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial asset's credit risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime ECL measurement always applies for trade receivables and contract assets without a significant financing component; an entity may choose to apply this policy also for trade receivables and contract assets with a significant financing component.
After the preliminary assessment, the Consolidated Company believes the adoption of IFRS 9 would not have had any material impact.
$3)$ Disclosures
IFRS 9 will require extensive new disclosures, in particular about hedge accounting, credit risk and expected credit losses. Consolidated Company has undertaken to understand the requirement to disclosure in IFRS 9. The relevant information will be disclosed when IFRS 9 is effective.
4) Transition
Changes in accounting policies resulting from the adoption of IFRS 9 will generally be applied retrospectively, except as described below.
- The Consolidated Company plans to take advantage of its exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement (including impairment) changes. The differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 generally will be recognized in retained earnings and reserves as at 1 January 2018.
- The following assessments have to be made on the basis of the facts and circumstances that exist at the date of initial application.
- The determination of the business model within which a financial asset is held.
- The designation and revocation of previous designations of certain financial $\overline{a}$ assets and financial liabilities as measured at FVTPL.
- The designation of certain investments in equity instruments not held for trading as at FVOCI.
- (ii) IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes the five-step model framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 "Revenue" and IAS 11 "Construction Contracts".
For the sale of products, revenue is currently recognized when the goods are shipped, which is taken to be the point in time at which the customer accepts the goods and the related risks and rewards of ownership transfer. Revenue is recognized at this point provided that the revenue and costs can be measured reliably, the recovery of the consideration is probable and there is no continuing management involvement with the goods.
Under IFRS 15, revenue will be recognized when a customer obtains control of the goods. After preliminary evaluation, the Consolidated Company believes there will not be a significant impact of the adoption of IFRS 15 owing to negligible difference between the point in time the related risks and rewards of ownerships of the goods transfer and the one customer obtains control of the goods.
(iii) Amendments to IAS 7 "Disclosure Initiative"
The amendments require disclosures that enable users of financial statements to evaluate the changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes.
To satisfy the new disclosure requirements, the Consolidated Company intends to present a reconciliation between the opening and closing balances for liabilities with changes arising from financing activities.
The impact of IFRS issued by IASB but not yet endorsed by the FSC $(c)$
As of the date the following IFRSs that have been issued by the IASB, but not yet endorsed by the FSC:
| New, Revised or Amended Standards and Interpretations | Effective date per LASB |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture" |
Effective date to be determined by IASB |
| IFRS 16 "Leases" | January 1, 2019 |
| IFRS 17 "Insurance Contracts" | January 1, 2021 |
| IFRIC 23 "Uncertainty over Income Tax Treatments" | January 1, 2019 |
| Amendments to IFRS 9 "Prepayment features with negative compensation" | January 1, 2019 |
| Amendments to IAS 28 "Long-term interests in associates and joint ventures" | January 1, 2019 |
Those which may be relevant to the Consolidated Company are set out below:
| Issuance / Release Dates |
Standards or Interpretations |
Content of amendment |
|---|---|---|
| January 13, 2016 | IFRS 16 "Leases" | The new standard of accounting for lease is amended as follows: |
| • For a contract that is, or contains, a lease, the lessee shall recognize a right of use asset and a lease liability in the balance sheet. In the statement of profit or loss and other comprehensive income, a lessee shall present interest expense on the lease liability separately from the depreciation charge for the right of-use asset during the lease term. |
||
| • A lessor classifies a lease as either a finance lease or an operating lease, and therefore, the accounting remains similar to IAS 17. |
The Consolidated Company is evaluating the impact on its consolidated financial position and consolidated financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Consolidated Company completes its evaluation.
Summary of significant accounting policies: $(4)$
$\bar{a}$
Except the following accounting policies mentioned below, the significant accounting policies presented in the accompanying interim consolidated financial statements are consistent with those applied in the 2016 consolidated financial statements. Please refer to note 4 to the 2016 consolidated financial statements for related information.
Statement of compliance $(a)$
The consolidated interim financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language consolidated interim financial statements, the Chinese version shall prevail.
These interim consolidated financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" (hereinafter referred to as the Regulations) and IAS 34 "Interim Financial Reporting" endorsed by the FSC, and do not present all the disclosures required for a complete set of annual consolidated financial statements prepared in accordance with the International Financial Reporting Standards, International Accounting Statements, IFRIC Interpretations, and SIC Interpretations endorsed by the FSC (hereinafter referred to as the IFRSs endorsed by the FSC).
Basis of consolidation $(b)$
The principles of preparation of the consolidated financial statements are the same as those of the consolidated financial statements for the year ended December 31, 2016. Please refer to note 4(3) of the consolidated financial statements for the year ended December 31, 2016 for related information.
| Percentage of ownership (%) | |||||
|---|---|---|---|---|---|
| Name of investor |
Name of subsidiary | Business activities |
September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
| The Company | Regal Jewelry Manufacture Co., Ltd.(RJM) |
Designing, manufacturing and selling jewelry and gems |
99.99% | 99.99 % | 99.99 % |
| The Company | GIO VAN GOGH (International) Jewelry Ltd. (GVG Hong Kong) |
Investment activities | 100.00 % | 100.00 % | 100.00 % |
| RJM | Regal Plating Co., Ltd.(RGP) | Plating jewelry and gems | 51.00 % | 51.00 % | 51.00 % |
| GVG Hong Kong |
Gio Van Gogh Shen Zhen Ptd Ltd. Selling jewelry and gems (GVG Shen Zhen) |
100.00 % | 100.00 % | 100.00 % |
A list of subsidiaries in the consolidated financial statements is as follows:
In January 2016, GVG Hong Kong made a capital injection amounting to HKD4,000 thousand, which was invested fully by the Company.
In March 2016, GVG Shen Zhen made a capital injection amounting to CNY3,000 thousand, which was invested fully by GVG Hong Kong.
In August 2017, GVG Shen Zhen made a capital injection amounting to CNY295 thousand, which was invested fully by GVG Hong Kong.
All subsidiaries of the Company are included in the consolidated financial statements.
Share-based payment $(c)$
The grant-date fair value of share-based payment awards granted to employees is recognized as employee expenses, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards whose related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions, and there is no true-up for differences between expected and actual outcomes.
(d) Employee benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant onetime events.
Income taxes $(e)$
Tax expense in the interim financial statements is measured and disclosed according to IAS 34 "Interim Financial Reporting".
Income tax expense for the period is best estimated by multiplying pretax income for the interim reporting period by the effective annual tax rate as forecasted by management. This should be recognized as current tax expense.
Temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the effective tax rate at the time of realization or liquidation and recognized directly in equity or other comprehensive income as tax expense.
$(5)$ Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated interim financial statements in conformity with IAS 34 "Interim Financial Reporting" endorsed by FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
For the preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis in conformity with the IFRSs endorsed by the FSC and are consistent with those disclosed in note 5 to the 2016 consolidated financial statements.
(6) Explanation of significant accounts:
Except for the following disclosures, there is no significant difference as compared with those disclosed in the consolidated financial statements for the year ended December 31, 2016. Please refer to Note 6 of the 2016 annual consolidated financial statements.
Cash and cash equivalents $(a)$
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Cash | 1,879 | 1,829 | 1.620 |
| Demand deposits | 562,906 | 118,445 | 446,969 |
| Checking deposits | -49 | 758 | 50 |
| Cash and cash equivalents in consolidated statement of cash flows |
564,834 | 121,032 | 448,639 |
Trade receivables and other receivables $(b)$
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Notes receivable | S | 2,002 | 2,419 | |
| Trade receivables | 252,196 | 341,049 | 190,181 | |
| Other receivables | 2,858 | 1,888 | 6,082 | |
| Less: allowance for doubtful debts - trade receivables |
(5,887) | (7,020) | (6, 692) | |
| 251,169 | 338,336 | 189,571 |
The aging analysis of trade receivables and other receivables that were past due but not impaired of the Consolidated Company were as follows:
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Past due $1 - 90$ days | 31,604 | 136,932 | 33,046 | |
| Past due 91~180 days | 5,317 | 783 | 1,572 | |
| S | 36,921 | 137,715 | 34.618 |
The changes in the aforementioned allowance for doubtful accounts were as follows:
| Individually assessed impairment |
Collectively assessed impairment |
Total | |||
|---|---|---|---|---|---|
| January 1, 2017 | \$ | 6,100 | 920 | 7,020 | |
| Reversal of impairment loss recognized | (991) | (180) | (1,171) | ||
| Foreign exchange loss | 34 | 38 | |||
| September 30, 2017 | 5,143 | 744 | 5,887 | ||
| January 1, 2016 | S | 5,364 | 346 | 5,710 | |
| Impairment loss recognized | 782 | 255 | 1,037 | ||
| Foreign exchange gain | (48) | (55) | |||
| September 30, 2016 | 6,098 | 594 | 6,692 |
The average credit terms of sales for the Consolidated Company is 30 days to 60 days. When assessing the collectability of trade receivables, the Consolidated Company will consider any changes of trade receivables from the date the original credit term was issued to the reporting date. The impairment of trade receivables is based on individual customer's credit term, payment history and current financial position. The Consolidated Company believes that there was no objective evidence of significant loss occurred in trade receivables and other receivables that were past due but not impaired.
(c) Inventories
| September 30, 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Cost | Allowance for Ioss |
Net realizable value |
|||||
| Raw materials | \$ | 194,816 | 54,533 | 140,283 | |||
| Work in process | 101,693 | 5,327 | 96,366 | ||||
| Finished goods | 11,065 | 1,327 | 9,738 | ||||
| Supplies and spare parts | 18,721 | 3,322 | 15,399 | ||||
| S | 326,295 | 64,509 | 261,786 |
| December 31, 2016 | ||||||
|---|---|---|---|---|---|---|
| Cost | Allowance for loss |
Net realizable value |
||||
| Raw materials | \$ | 186,798 | 51,732 | 135,066 | ||
| Work in process | 124,581 | 18,160 | 106,421 | |||
| Finished goods | 11,619 | 1,741 | 9,878 | |||
| Supplies and spare parts | 23,503 | 3,322 | 20,181 | |||
| 346,501 | 74,955 | 271,546 | ||||
| September 30, 2016 | ||||||
| Cost | Allowance for loss |
Net realizable value |
||||
| Raw materials | \$ | 209,213 | 56,838 | 152,375 | ||
| Work in process | 121,024 | 9,916 | 111,108 | |||
| Finished goods | 11,600 | 1,652 | 9.948 |
The changes in the aforementioned allowance for loss were as follows:
Supplies and spare parts
| For the nine months ended September 30 |
|||
|---|---|---|---|
| 2017 | 2016 | ||
| Beginning balances | 74,955 | 70,725 | |
| Provision for (reversal of) devaluation and obsolescence of inventory |
(10, 888) | 1,652 | |
| Foreign currency translation effects | 442 | (492) | |
| Ending balances | 64,509 | 71.885 |
\$
23,234
365,071
3,479
71,885
19,755
293,186
In addition to the normal cost of goods sold, the following loss and revenue were other items which included in the Consolidated Company's operating costs:
| For the three months ended September 30 |
For the nine months ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||
| Loss (reversal gain) on physical inventory devaluation and obsolescence |
(1, 123) | 130 | (10, 888) | 1,652 | ||
| Revenue from sale of scrap | (146) | (84) | (405) | (11,971) | ||
| S | (1.269) | 46 | (11,293) | (10,319) |
As of September 30, 2017, December 31, 2016, and September 30, 2016, the Consolidated Company did not pledge its inventory as collateral.
(d) Material non-controlling interests of subsidiaries
The material non-controlling interests of subsidiaries were as follows:
| Percentage of non-controlling | ||||||
|---|---|---|---|---|---|---|
| Main operation | interests | |||||
| place/ Country of | September | December | September | |||
| Subsidiary | incorporation | 30, 2017 | 31, 2016 | 30, 2016 | ||
| Regal Plating Co., Ltd. | Thailand | 49 % | 49 % | 49 % |
The following information of the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information are the fair value adjustment made during the acquisition and relevant difference in accounting principles between the Consolidated Company as at the acquisition date. Intra-group transactions were not eliminated in this information.
Regal Plating Co., Ltd.'s collective financial information
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Current assets | \$ 249,597 |
150,492 | 91,717 | |
| Non-current assets | 14,396 | 9,327 | 9,453 | |
| Current liabilities | (38,002) | (35, 795) | (23, 480) | |
| Non-current liabilities | (461) | (383) | (339) | |
| Net assets | 225,530 | 123,641 | 77,351 | |
| Non-controlling interests | 110,510 | 60,584 | 37,902 |
| For the three months | For the nine months | ||||||
|---|---|---|---|---|---|---|---|
| ended September 30 | ended September 30 | ||||||
| 2017 | 2016 | 2017 | 2016 | ||||
| Sales revenue | 161,497 | 59,318 | 486,213 | 246,238 | |||
| Net income | 45,339 | 19,813 | 143,768 | 83,203 | |||
| Other comprehensive income | 2,908 | (1,009) | 3,296 | (2,001) | |||
| Comprehensive income | 48,247 | 18,804 | 147,064 | 81,202 | |||
| Profit, attributable to non-controlling interests |
22,216 | 9,708 | 70,446 | 40,769 | |||
| Comprehensive income, attributable to non-controlling interests |
23,641 | 9,214 | 72,061 | 39,789 | |||
| Net cash flows from operating activities | \$ | 132,944 | 75,900 | ||||
| Net cash flows from investing activities | |||||||
| Net cash flows from financing activities | (45.174) | (73, 300) | |||||
| Net increase in cash and cash equivalents | S | 87,770 | 2,600 | ||||
| Dividends to NCI | S | (22, 135) | (35.917) |
(e) Property, plant and equipment
The cost, depreciation, and impairment losses of the property, plant and equipment of the Consolidated Company in the nine months ended September 30, 2017 and 2016, were as follows:
| Cost or deemed cost: | Land | Buildings | Machinery and equipment |
Transportation equipment |
Office equipment |
Land improvement |
Equipment to be inspected |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2017 | s | 158,111 | 197,794 | 270,288 | 15,329 | 100,596 | 9.323 | 751,441 | |
| Addition | $\bullet$ | 799 | 10,528 | 1,612 | 4,913 | 49 | 16,189 | 34,090 | |
| Disposals | ٠ | (44) | (1.737) | (19) | (1,388) | $\bullet$ | (17, 188) | ||
| Foreign currency translation effect | 1,363 | 1,719 | 2,231 | 162 | 924 | 81 | 303 | 6,783 | |
| Balance at September 30, 2017 | 159,474 | 200,268 | 267,310 | 17,084 | 105,045 | 9,453 | 16,492 | 775,126 | |
| Balance at January 1, 2016 | s | 159,788 | 197,154 | 261,174 | 13,644 | 93.205 | 9,363 | 1,476 | 735,804 |
| Addition | 461 | 13,075 | 1,891 | 6,122 | 23 | 8,098 | 29,670 | ||
| Disposals | (151) | (6, 198) | (25) | (1,688) | $\mathbf{r}$ | (8,062) | |||
| Reclassification | ۰ | 1,251 | 313 | ٠ | 150 | (1, 714) | |||
| Foreign currency translation effect | (1,048) | (1,320) | (1, 835) | (121) | (697) | (62) | (120) | (5, 203) | |
| Balance at September 30, 2016 | s | 158,740 | 197,395 | 266,529 | 15,389 | 97.092 | 9,324 | 7,740 | 752,209 |
$\ddot{\phantom{a}}$
| Land | Buildings | Machinery and equipment |
Transportation cquipment |
Office cquipment |
Land improvement |
Equipment to be inspected |
Total | ||
|---|---|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment losses: |
|||||||||
| Balance at January 1, 2017 | s | 117.964 | 211.273 | 11,074 | 80.304 | 9.206 | 429,821 | ||
| Depreciation | 7,807 | 17,576 | 1,280 | 6,795 | 50 | 33,508 | |||
| Disposals | ٠ | (5) | (14, 109) | (19) | (1, 298) | $\bullet$ | (15, 431) | ||
| Foreign currency translation effect | 1.163 | 1,885 | 119 | 792 | 80 | 4,039 | |||
| Balance at September 30, 2017 | 126,929 | 216,625 | 12,454 | 86,593 | 9,336 | 451,937 | |||
| Balance at January 1, 2016 | 108,666 | 194,319 | 9,744 | 74.972 | 9.236 | 396,937 | |||
| Depreciation | 8,050 | 18.926 | 1,075 | 6,869 | 52 | 34,972 | |||
| Disposais | (107) | (5,691) | (18) | (1,658) | (7, 474) | ||||
| Foreign currency translation effect | (849) | (1, 502) | (33) | (569) | (62) | (3,065) | |||
| Balance at September 30, 2016 | 115,760 | 206,052 | 10,718 | 79,614 | 9,226 | 421,370 | |||
| Carrying amount: | |||||||||
| Balance at January 1, 2017 | 158.111 | 79,830 | 59.015 | 4,2,5 | 20,292 | 117 | 321,620 | ||
| Balance at September 30, 2017 | 159.474 | 73,339 | 50,685 | 4,630 | 18,452 | 117 | 16,492 | 323,189 | |
| Balance at January 1, 2016 | 159,788 | \$8,438 | 66,855 | 3,900 | 18,233 | 127 | 1,476 | 338,867 | |
| Balance at September 30, 2016 | 158,740 | 81,635 | 60,477 | 4,671 | 17,478 | 98 | 7,740 | 330,839 | |
Please refer to note 8 for the disclosure of assets pledged as collateral for short-term loans.
$(f)$ Intangible assets
$\hat{\mathbf{v}}$
The cost, amortization, and impairment losses of the intangible assets of the Consolidated Company in the nine months ended September 30, 2017 and 2016, were as follows:
| Computer software |
|||
|---|---|---|---|
| Costs: | |||
| Balance at January 1, 2017 | \$ | 41,541 | |
| Additions | 4,035 | ||
| Disposals | (553) | ||
| Foreign currency translation effect | 422 | ||
| Balance at September 30, 2017 | 45,445 | ||
| Balance at January 1, 2016 | \$ | 39,927 | |
| Additions | 1,134 | ||
| Foreign currency translation effect | (280) | ||
| Balance at September 30, 2016 | 40,781 |
$\bar{z}$
| Computer software |
|
|---|---|
| Amortization and impairment loss: | |
| Balance at January 1, 2017 | \$ 29,671 |
| Amortization | 3,043 |
| Disposals | (257) |
| Foreign currency translation effect | 307 |
| Balance at September 30, 2017 | 32,764 |
| Balance at January 1, 2016 | 26,031 S |
| Amortization | 2,943 |
| Foreign currency translation effect | (221) |
| Balance at September 30, 2016 | 28.753 |
| Carrying amount: | |
| Balance at January 1, 2017 | 11,870 |
| Balance at September 30, 2017 | 12,681 |
| Balance at January 1, 2016 | 13,896 |
| Balance at September 30, 2016 | 12,028 |
$(g)$ Short-term loans
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Secured loans | 164,304 | 135,750 | 463,386 | |
| Unused credit lines | 1,439,486 | 1,454,335 | 1,133,024 | |
| Interest rate $(\%)$ | $2.50 - 2.75$ | $2.45 - 2.50$ | $2.50 - 2.97$ |
Please refer to note 8 for the information of the collateral for loans.
(h) Operating leases
There were not any non-cancellable operating lease agreements at September 30, 2017, December 31, 2016, and September 30, 2016.
$\frac{1}{2}$
$\sim$
Operating lease expenses were as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Operating costs | 98 | 113 | |||
| Operating expenses | 584 | 360 | 1.584 | .149 | |
| Total | æ | 615 | 397 | 1,682 | 1,262 |
$(i)$ Employee benefits – defined benefit plans
Given there was no significant volatility of the market or any significant curtailments, settlements, or other one-time events after the end of the prior fiscal year, pension cost in the interim financial statements is measured and disclosed in accordance with the pension cost determined by the actuarial report issued for the years ended December 31, 2016 and 2015.
The Consolidated Company's pension expenses recognized in profit or loss, were as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Operating costs | œ | 533 | 479 | 1,571 | 1,453 |
| Operating expenses | 353 | 254 | 1,061 | 768 | |
| S | 886 | 733 | 2,632 | 2,221 |
$(i)$ Income taxes
- $(i)$ The Company was incorporated in the Cayman Islands, where income tax is not required to be paid. RJM & RGP's statutory income tax rate is 20%. GVG Hong Kong's statutory income tax rate is 16.5%. GVG Shenzhen's statutory income tax rate is 25%.
- (ii) The amounts of income tax were as follows:
| For the three months | For the nine months | |||||
|---|---|---|---|---|---|---|
| ended September 30 | ended September 30 | |||||
| 2017 | 2016 | 2017 | 2016 | |||
| Current period | .882 | 11.511 | 68.434 | 76.457 |
(iii) Examination and approval
In Thailand, where RJM and RGP operates, income taxes do not require approval by the tax authority. Income taxes paid in prior years have received income tax receipts up to 2016. For GVG Hong Kong and GVG Shen Zhen had been approved by the revenue department through 2016.
$(k)$ Share capital and other equity
As of September 30, 2017, December 31, 2016 and September 30, 2016, the total value of authorized ordinary shares amounted to \$600,000. Par value of each share is \$10. There were 38,160 thousand, 33,920 thousand and 33,920 thousand ordinary shares issued at September 30, 2017, December 31, 2016 and September 30, 2016, respectively.
Reconciliation of share outstanding for the nine months ended September 30, 2017 and 2016, was as follows (Expressed in Thousand shares):
| Common Stocks | |||||
|---|---|---|---|---|---|
| For the nine months ended September 30 |
|||||
| 2017 | 2016 | ||||
| Beginning balances | 33,920 | 32,000 | |||
| Issued for cash | 4,240 | 1,920 | |||
| Ending balances | 38,160 | 33,920 | |||
$(i)$ Issuance of common stock
Following the resolution of the Board of Directors' meeting held on March 9, 2017, the Company decided to issue new stock comprising 4,240 thousand of common shares to apply to TWSE. According to the Company's Articles, 10% of total issued shares, which is 424 thousand shares, are reserved for employees to subscribe. The shares that are not subscribed by employees would be subscribed by given people contacted by the Chairman of the Company. This cash injection was approved on April 11, 2017, with June 22, 2017 as the record date of capital increase. The cash proceeds from the issuance of new shares were \$297,356 thousand in total and the Company collected \$290,356 thousand after deducting issuance cost of \$7,000 thousand. The cash was fully received and the registration was completed and the premium was \$247,956 thousand, recorded under capital surplus.
(ii) Capital surplus
The balance of capital surplus was as follows:
| September 30, 2017 |
December 31. | September 30, | ||
|---|---|---|---|---|
| 2016 | 2016 | |||
| Additional paid-in capital | 418.370 | 170,160 | 170.160 |
(iii) Retained earnings
Based on the Company's Articles, for so long as the shares are traded on the Emerging Stock Market (ESM) or listed on the Taipei Exchange (TPEx) or TWSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten percent (10%) as reserve and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. If there should be any remaining profits, subject to the discretion of the Directors, after combining all or part of the accumulated undistributed profits in the previous vears and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law in Cayman Islands and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty percent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty percent (30%) of the total amount of dividends payable.
$1)$ Special reserve
In accordance with Chin Kuan Cheng Fa No. 1010012865 issued on April 6, 2012, the Company shall set aside a special reserve before earnings distribution, and equal to the net balance of other deductions in shareholders' equity in the current period from net income in the current period and prior unappropriated retained earnings. The special reserve set aside based on the deductions in shareholders' equity that resulted from prior periods cannot be distributed to shareholders. The Company can distribute the special reserve only up to the amount of the reversal of such deductions.
The Company decided to provide a special reserve of \$40,893 thousand based on the resolution of the shareholders' meeting held on June 22, 2017.
2) Earnings distribution
Earnings distributions for 2016 and 2015 were decided in resolutions made by shareholders on June 22, 2017 and May 20, 2016, respectively. The dividends distributed to shareholders were as follows:
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| Amount per share |
Total Amount |
Amount per share |
Total Amount |
|||
| Dividends distributed to shareholders: |
||||||
| Cash | S | 3.375 | 114,480 | 4.98 | 159.324 |
(Continued)
For capital increase in cash to apply for initial public offering, the Company newly issued 4,240 thousand shares at June 22, 2017. Total shares issued were 38,160 thousand shares, after capital increase. The dividend per share was adjusted from \$3.375 to \$3, accordingly.
For year 2015, cash dividends of \$244,336 thousand, with \$7.64 per share that resolved in resolution was partly distributed from capital reserve.
The earnings distribution information resolved at the meeting of the Board of Directors and shareholders would be available on the Market Observation Post System Website after the shareholder's meeting.
- $(1)$ Share-based payment
- $(i)$ For the nine months ended September 30, 2017, the Consolidated Company's share-based payment arrangement were as follows:
| Cash-settled share- based payment plan (reserved for employees to subscribe) |
|
|---|---|
| Grant date | June 12, 2017 |
| Number of shares granted | 424,000 |
| Contract term (Year) | 0.04 |
| Recipients | All employees |
| Vesting conditions | Immediately vested |
$1)$ Determining the fair value of equity instruments granted
The Consolidated Company used Black-Scholes Option Pricing Model in measuring the fair value of the share-based payment at the grant date.
The measurement inputs of the model were as follows:
| Capital increase in cash (reserved for employees to subscribe) |
|
|---|---|
| Fair value at grant date in New Taiwan Dollars | 66.60 |
| Exercise price in New Taiwan Dollars | 66.00 |
| Expected volatility (%) | 7.92 |
| Expected life (years) | 0.04 |
| Expected dividend (%) | 4.50 |
| Risk-free interest rate (%) | 0.60 |
Details of the employee stock options as follows: $(2)$
| For the nine months ended September 30 2017 |
|||
|---|---|---|---|
| Weighted average exercise price |
Number of options |
||
| Outstanding at January 1 | |||
| Granted during the year (number) | 66.00 | 424,000 | |
| Exercised during the year (number) | 66.00 | (424,000) | |
| Outstanding at September 30 | |||
| Exercisable at September 30 |
$3)$ Expense recognized in profit or loss
The Consolidated Company recognized \$254 thousand for the expense resulting from cash injection for share based payment to its employees, recorded under capital surplus for the nine months ended September 30, 2017.
(ii) During the shareholders' meeting on June 22, 2017, the shareholders approved a resolution to issue 340 thousand restricted employee shares amounting to \$3,400 thousand, with par value \$10 per share. Only full-time employees of Regal Holding Co., Ltd. and its subsidiaries that meet certain conditions are eligible to obtain the restricted employee shares. The application of restricted employee shares have not been registered with the authority yet.
(m) Earnings per share
$(n)$
The calculation of basic and diluted earnings per share (EPS) was as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Basic EPS: | |||||
| Net income attributable to common shares |
43,510 | 14,863 | 98,966 | 143,084 | |
| Weighted-average number of common shares outstanding (thousands shares) |
38,160 | 32,146 | 35,473 | 32,049 | |
| Basic EPS (New Taiwan dollars) | S 1.14 |
0.46 | 2.79 | 4.46 | |
| Diluted EPS: | |||||
| Net income attributable to common shares shareholders of the Company |
\$ 43,510 |
14,863 | 98,966 | 143,084 | |
| Weighted-average number of common shares outstanding (thousands shares) |
38,160 | 32,146 | 35,473 | 32,049 | |
| Potential dilutive effect on common stock (thousand shares) |
|||||
| Influence of employee stock remuneration |
22 | 39 | 27 | 277 | |
| Weighted- average number of common shares outstanding-diluted(thousand shares) |
38,182 | 32.185 | 35,500 | 32,326 | |
| Diluted EPS (New Taiwan dollars) | S 1.14 |
0.46 | 2.79 | 4.43 | |
| Revenue | |||||
| The details of revenue were as follows: |
| For the three months ended September 30 |
||||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Sales of goods | 608.440 | 393.144 | 1,602,534 | 1.674.778 |
Employee compensation and directors' remuneration $\circ$
According to the amendment of the Company's articles of incorporation which was approved by the shareholders' meeting at May 20, 2016, no less than 1% of current-year profit income before tax excluding employee's compensation shall be distributed as employee compensation and no more than 3% of it as remuneration of directors. However, if the Company has an accumulated deficit, the profit should be used to offset the deficit. Compensation and remuneration shall be made by way of cash but may also be made by stock or a combination thereof. The recipients of stock and cash may include the employees of the Company's affiliated companies who meet certain conditions decided by the Board of Directors of the Company.
The Company accrued \$519 thousand, \$185 thousand, \$1,159 thousand and \$3,215 thousand for employees' remuneration for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016, respectively. The remunerations to directors amounted to \$0 for the nine months ended September 30, 2017 and 2016. These amounts were calculated using the Company's net income before tax without the remuneration to employees and directors for each period, multiplied by the proposed percentage which is stated under the Company's proposed Article of Incorporation. These remuneration were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the annual shareholder' meeting, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. If employee compensation is made by stock in the resolution of the Board of Directors' meeting, the number of shares will be calculated based on the closing price on the day before resolution.
For the years ended December 31, 2016 and 2015, the remuneration to employees amounted to \$2,153 thousands and \$40,984 thousands, respectively, the remuneration to directors amounted to \$0. There was no difference from the resolution of the Board of Directors' meeting. The relevant information in 2016 is available on the Market Observation Post System website.
- Non-operating income and expenses $(p)$
- $(i)$ Other income
The details of other income are as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Interest Income | 45 | 340 | 302 | ||
| Others | 1,877 | l.507 | 4,662 | 2,810 | |
| S | .928 | 1.552 | 5,002 | 3,112 |
(ii) Other gains and losses
The details of other gains and losses are as follows:
| For the three months ended September 30 |
For the nine months ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||
| Loss on disposal of property, plant and equipment |
(78) | (12) | (1, 566) | (288) | ||
| Loss on disposal of intangible assets |
$\left( 2\right)$ | (296) | ||||
| Foreign exchange loss, net | (13,061) | (2,042) | (18, 698) | (4, 469) | ||
| Others | (1) | (281) | ||||
| S | (13, 142) | (2.054) | (20.841) | (4.757) |
(iii) Finance cost
The details of finance cost are as follows:
| For the three months | For the nine months | ||||
|---|---|---|---|---|---|
| ended September 30 | ended September 30 | ||||
| 2017 | 2016 | 2017 | 2016 | ||
| Interest expense on loans from banks |
(1.965) | (2.587 | (4.583) | (6.254) |
$(q)$ Financial instruments
Except for the following, there was no significant change in the fair value of the financial instruments of the Consolidated Company and its exposure to credit risk, liquidity risk and market risk due from the financial instruments. Please refer to the 2016 consolidated financial statements for related information.
Credit risk $(i)$
The Consolidated Company's trade receivable are obviously concentrated on the main customers, which amounted to \$144,363 thousand, \$203,708 thousand, \$82,387 thousand respectively, accounted for 59%, 61% and 45% of the total amount of accounts receivable as of September 30, 2017, December 31, 2016, and September 30, 2016, respectively.
(ii) Liquidity Risk
The following table shows the contractual maturity of the financial liabilities excluding the impact of estimated interest.
| Carrying amount |
Contractual cash flows |
Less than 1 vear |
1-2 years | More than 2 vears |
||
|---|---|---|---|---|---|---|
| September 30, 2017 | ||||||
| Non-derivative financial liabilities | ||||||
| Short-term bank loans | \$ | 164,304 | 164,304 | 164,304 | ||
| Accruals payable | 105,598 | 105,598 | 105,598 | |||
| Refundable deposits | 3,408 | 3,408 | 3.408 | |||
| 273,310 | 273,310 | 269,902 | 3,408 | |||
| December 31, 2016 | ||||||
| Non-derivative financial liabilities | ||||||
| Short-term bank loans | \$ | 135,750 | 135,750 | 135,750 | ||
| Accruals payable | 108,815 | 108,815 | 108,815 | |||
| Refundable deposits | 2,532 | 2,532 | 2.532 | |||
| 247,097 | 247,097 | 244,565 | 2,532 | |||
| September 30, 2016 | ||||||
| Non-derivative financial liabilities | ||||||
| Short-term bank loans | S | 463,386 | 463,386 | 463,386 | ||
| Accruals payable | 86,692 | 86,692 | 86,692 | |||
| Refundable deposits | 2,528 | 2,528 | 2,528 | |||
| 552,606 | 552,606 | 550,078 | 2,528 |
The Consolidated Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(iii) Market risk- Currency risk
$1)$ Currency risk exposure
The Consolidated Company's significant exposure to foreign currency risk was as follows:
| September 30, 2017 | December 31, 2016 | September 30, 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial assets | Foreign currency (in thousands) |
Exchange rate |
Amount | Foreign currency (in thousands) |
Exchange rate |
Amount | Foreign currency (in thousands) |
Exchange rate |
Amount | |
| Monetary items | ||||||||||
| USD | a. | 16,069 | 30.26 | 486.248 | 5,992 | 32 25 | 193.247 | 5,244 | 31.36 | 164,443 |
$\cdot$
$2)$ Sensitivity analysis
The Consolidated Company's exposure to foreign currency risk mainly arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade and other receivables, that are denominated in foreign currency.
A 1% strengthening (weakening) of the TWD against the USD as at September 30, 2017 and 2016, would have decreased (increased) net profit before tax for the nine months ended September 30, 2017 and 2016, by \$4,862 thousand and \$1,644 thousand, respectively.
Exchange gains and losses of monetary items $3)$
Due to the different types of functional currency of the Consolidated Company, the Consolidated Company discloses its exchange gains and losses of monetary items aggregately. The Company's exchange loss, including realized and unrealized, were ${(13,061)$ thousand, ${(2,042)$ thousand, ${(18,698)$ thousand and ${(4,469)$ thousand for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016, respectively.
(iv) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Consolidated Company's financial assets and liabilities.
If the interest rate had increased / decreased by 1%, the Consolidated Company's net income before taxation would have decreased / increased by 1,643 thousand and 4,634 thousand for the nine months ended September 30, 2017 and 2016 with all other variable factors remaining constant. This was mainly due to the Consolidated Company's borrowing at flexible.
- Fair Value Information $(v)$
- Categories and fair value of financial instruments $1)$
The financial assets of the Consolidated Company include cash and cash equivalents, notes receivables, trade receivables, other receivables, other financial assets - noncurrent, etc. Financial liabilities measured at amortization cost include short-term loans, notes payable, trade payables, other payables, and refundable deposits - non-current, etc. Since the book value of the aforementioned financial assets and liabilities is a reasonable approximation of fair value, disclosures of fair value is not required.
Financial Risk Management $(r)$
There were no significant changes in the objectives and policies concerning the financial risks the Consolidated Company was exposed to. Please refer to the 2016 consolidated financial statements for related information.
Capital management $(s)$
The purpose, policy, procedures, and summarized quantitative data of the Consolidated Company's capital management were the same as those disclosed in the 2016 consolidated financial statements. Please refer to the 2016 consolidated financial statements for related information.
(7) Related-party transactions:
(a) Name and relationship with related parties
The followings are natural people or entities that have had transactions with related party during the periods covered in the consolidated interim financial statements.
| Name of related party | Relationship with the Consolidated Company |
|---|---|
| PHACHARAPON PHAIBOONS UNTORN |
The Chairman of the Company |
| Ru-Yin, Lin | Key management personnel |
| SARAYUTH MUNG CHITVITSAVAKORN |
Legal representative of the Board of Directors |
$(b)$ Significant transactions with related parties - Guarantee
The Consolidated Company's Chairman, key management personnel and legal representative of the Board of Directors provided personal guarantee for bank loans of consolidated company without any guarantee fees.
(c) Key management personnel compensation
Key management personnel compensation comprised:
| For the three months ended September 30 |
For the nine months ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Short-term employee benefits | 4.653 | 4.287 | 13,589 | 15,825 | |
| Post-employment benefits | 37 | 568 | 113 | .163 | |
| ъD | 4,690 | 4,855 | 13.702 | 16.988 |
(8) Pledged assets:
The carrying amounts of pledged assets were as follows:
| Pledged assets | Object | September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|---|---|---|---|---|
| Land | Short-term loans | 151,019 | 149,728 | 150,324 |
| Buildings | Short-term loans | 41,323 | 45,705 | 47,471 |
| Other financial assets (non-current) |
Guarantee for electricity supply |
4,147 | 4,080 | 4,073 |
| 196,489 | 199,513 | 201,868 |
(9) Significant commitments and contingencies:
The credit line of guarantee provided by bank was as follows:
| September 30, | December 31. | September 30, | |
|---|---|---|---|
| 2017 | 2016 | 2016 | |
| Electricity guarantee | 3,911 | 3,846 | 3,840 |
(10) Losses due to major disasters: None
(11) Subsequent events: None
$(12)$ Other:
A summary of personnel costs, depreciation, depletion and amortization is as follows:
| For the three months ended September 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Function | 2017 | 2016 | |||||||||
| Operating Operating | Operating | Operating | |||||||||
| Account | cost | expenses | Total | cost | expenses | Total | |||||
| Personnel costs | |||||||||||
| Salaries | 117,128 | 42,464 | 159,592 | 122,185 | 38,641 | 160,826 | |||||
| Health insurance | 132 | 132 | 106 | 106 | |||||||
| Pension | 533 | 353 | 886 | 479 | 254 | 733 | |||||
| Other personnel expense | 4,145 | 8,056 | 12,201 | 3,200 | 7,295 | 10,495 | |||||
| Depreciation | 7,841 | 3,349 | 11,190 | 7,299 | 4,277 | 11,576 | |||||
| Amortization | 996 | 996 | 970 | 970 |
| For the nine months ended September 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Function | 2017 | 2016 | |||||||||
| Operating Operating | Operating Operating | ||||||||||
| Account | cost | expenses | Total | cost | expenses | Total | |||||
| Personnel costs | |||||||||||
| Salaries | 345,337 | 134,376 | 479,713 | 417,412 | 139,151 | 556,563 | |||||
| Health insurance | 423 | 423 | 299 | 299 | |||||||
| Pension | 1,571 | 1,061 | 2,632 | 1,453 | 768 | 2,221 | |||||
| Other personnel expense | 11,018 | 19,926 | 30,944 | 9,849 | 16,849 | 26,698 | |||||
| Depreciation | 23,425 | 10,083 | 33,508 | 22,469 | 12,503 | 34,972 | |||||
| Amortization | 3,043 | 3,043 | 2,943 | 2,943 |
(13) Other disclosures:
(a) Information on significant transactions:
The following were the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Consolidate Company for the nine-months ended September 30, 2017:
- Lending to other parties: None $(i)$
- (ii) Guarantees and endorsements for other parties: None
- (iii) Information regarding securities held at the reporting date (subsidiary, associates and joint ventures not included):None
- (iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Company's paid-in capital:None
- Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Company's paid-in $(v)$ capital:None
- (vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company's paid-in capital:None
- (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Company's paid-in capital:
| Transaction details | Transactions in terms other than the regular terms |
Note and accounts receivable (navable) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending balance | |||||||||||
| of notes and | Percentage of total | ||||||||||
| Percentage of | accounts | inotes and accounts | |||||||||
| Name of | Nature of | Itotal nurchases Credit terms | receivable | receivable | |||||||
| comnany | Counternarty | relationship | Purchase/Sale I | Amount | $(sales)(\%)$ | (davs) | Unit orice | iPayment terms | (payable) | (payable) | Note |
| RGP | 'nм | IRIM's kubsidiarv |
Sales. | (455,706) | (93.73) 15-60 days | Note 1 | 87,803 | 79.91 Note 2 |
Note 1: The price was calculated by the mutual negotiable prices.
Note 2. Related-party transactions have been eliminated in the preparation of the consolidated financial statements.
(viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company's paid-in capital::
| Name of | Nature of | Endine Turnover |
Overdue | Amounts received 1 in subsequent |
Allowance | |||
|---|---|---|---|---|---|---|---|---|
| company | Counter-party | relationship | l balance (Note 2) l | ratc | Amount | Action taken | period (Note 1) | for bad debts |
| RGP | RJM | RJM subsidiary | 87.803 I | 5.88 | 40,190 | |||
| komnanv |
Note 1: For period ended 25 October 2017.
Note 2: Related-party transactions have been eliminated in the preparation of the consolidated financial statements.
- (ix) Information regarding trading in derivative financial instruments: None
- $(x)$ Significant transactions and business relationship between the parent company and its subsidiaries for the three months ended March 31, 2017:
| Nature of | Intercompany transactions | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name of company Name of counter-party | relationship | Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| RGP | RJM | Sales | 455,706 The price calculation | 28.44% | ||||||
| is made by the consent. | ||||||||||
| of the both parties. | ||||||||||
| RGP | RJM | Trade receivables | 87.803 l45~60 days | 5.96% |
Note 1: Company numbering as follow:
I.represent RGP ·
Note 2: The numbering of the relationship between transaction parties as follows:
I. Subsidiary to parent company.
- The account should be disclosed if the amount is over 1% of the total assets from the statement of financial position and total operating revenue from the Note 3: statement of comprehensive income.
- (b) Related information on investee companies:
The following is the information on investees for the nine months ended September 30, 2017 (excluding information on investees in Mainland China):
| THE FROMSANDS OF NEW TRIWAN DOMAISE | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Main | Original investment amount | Balance as of September 30, 2017 | Net income | Share of | ||||||||
| Name of | Name of | September 30. | Shares | Percentage of | Carrying value |
(losses) of investee |
profits/losses of investee |
|||||
| investor | investee | Location | businesses and products | 2017 | December 31, 2016 | (thousands) | ownership | (note 1) | $1$ (note 1) | (n 0 (c 1 ) | Note | |
| The Company | kм | Mailand | Designing, Manufacturing and Selling | 300,000 | 300,000 | 4,549,998 | 99.99% | 825,510 | 142.995 | 142,995 Eliminate in the | ||
| fiewelry and eem | consolidated | |||||||||||
| mancial statements | ||||||||||||
| The Company | GVG Hong Hong Kong | Investment Activities | 22,050 | 22,050 | 5,000,000 | 100.00% | 6,427 | (4.260) | (4, 260) | |||
| Kong | ||||||||||||
| kм | RGP | Thailand | Plating jewelry and gem | 11,647 | 11,647 | 127,500 | 51.00% | 113,116 | 143,768 | 80,158 | ||
| (note 2) |
Note 1: Investment gains (losses) have been recognized by using the equity method based on the financial statements of the investee companies reviewed by the Company's Certified Public Accountant.
Note 2: The investment gains included the inter-company gross profit amounting to 56,836 thousand.
- (c) Information on investment in mainland China:
- $\left($ The names of investees in Mainland China, the main businesses and products, and other information:
| (In Thousands of New Taiwan Dollars) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment amount | Cumulated | Carrent | Sharcholding | |||||||||
| Accumulated outflow of | remitted or recovered | investment amount | profit of Iratio of direct | Book value of | ||||||||
| Maior | Investment | Cumulated investment amount | remitted from | investee | or indirect | Investment | investment of | Accumulated | ||||
| Name of | business | Paid-in | Method | remitted from Taiwan at | Taiwan at end of | company | linvestment of eains or losses | end of vear | investment | |||
| in estec | project | Anital | (note 1) | beginning of period | Remittance | Recovery | period | $0$ (note 3) | [the company ] (note 2 and 3) ] (note 2 and 3)] income remitted i | |||
| GVG (ShenSelling jewelry | 4.29.S I CNY |
$1$ note 4 | (note 4) | (note 4) | (note 4) | (4,145) | 100.00% | (4.145) | 6.499 | |||
| Zhen | land cem |
Note1: Investment methods are divided into the following three kinds:
(1) Invest in Mainland China directly
(2)Invest in GVG Hong Kong, and then invest in Mainland China
(3)Other methods
Note 2: Long-term investment at end of period and investment gains or losses have been eliminated in the preparation of the consolidated financial statements .
Note 3: Financial statements of the investee company were examined by the auditors of parent company. Those investment gains or losses end of the investment at end of period have been recognized by the equity method based
Note 4 : The Company is not a Taiwan local company, so no investment amount is shown.
(ii) Limitation on investment in Mainland China:None
(iii) Significant inter-company transactions with the Mainland China investee company: None
$\mathbf{r}$ and $\mathbf{r}$ .
$-$
$\sim$ $-$
(14) Segment information:
| 2017 | For the three months ended September 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Manufacturing and selling gems and jewelry department |
Electro- plating department |
Adjustments and eliminations |
Total | |||||||
| Revenue: | ||||||||||
| Revenue from external customers | \$ 578,538 |
29,902 | 608,440 | |||||||
| Revenue from transactions with other operating segments |
131,595 | (131, 595) | ||||||||
| Total revenue | 578,538 S |
161,497 | (131,595) | 608,440 | ||||||
| Reportable segment profit or loss | 42,269 S |
45,339 | 87,608 | |||||||
| For the nine months ended September 30 2016 |
||||||||||
| Manufacturing and selling gems and jewelry department |
Electro- plating department |
Adjustments and eliminations |
Total | |||||||
| Revenue: Revenue from external customers |
\$ 393,144 |
393,144 | ||||||||
| Revenue from transactions with other operating segments |
59,318 | (59,318) | ||||||||
| Total revenue | 393,144 S |
59,318 | (59, 318) | 393,144 | ||||||
| Reportable segment profit or loss | 16,269 | 19,813 | 36,082 | |||||||
| For the three months ended September 30 2017 |
||||||||||
| Revenue: | Manufacturing and selling gems and jewelry department |
Electro- plating department |
Adjustments and eliminations |
Total | ||||||
| Revenue from external customers | \$ 1,572,027 |
30,507 | 1,602,534 | |||||||
| Revenue from transactions with other operating segments |
455,706 | (455,706) | ||||||||
| Total revenue | 1,572,027 S |
486,213 | (455, 706) | 1,602,534 | ||||||
| Reportable segment profit or loss | 94,078 \$ |
143,768 | 237,846 | |||||||
l,
| For the nine months ended September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Manufacturing and selling gems and jewelry department |
2016 Electro- plating department |
Adjustments and eliminations |
Total | |||||
| Revenue: | ||||||||
| Revenue from external customers | \$ | 1.674,778 | 1,674,778 | |||||
| Revenue from transactions with other operating segments |
155 | 246,238 | (246, 393) | |||||
| Total revenue | 1,674,933 | 246,238 | (246,393) | 1,674,778 | ||||
| Reportable segment profit or loss | 177,107 | 83,203 | 260,310 |
For the three months ended September 30, 2017 and 2016 and nine months ended September 30, 2017 and 2016, the adjustments and eliminations of operating segments were 131,595 thousand, 59,318 thousand, 455,706 thousand and
$\ddot{\phantom{a}}$
$\ddot{\phantom{a}}$