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UPC — Annual Report 2019
Nov 8, 2019
51771_rns_2019-11-08_c8d6c9c4-7818-429d-bd58-1dfdfef37708.pdf
Annual Report
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UPC Technology Corp. and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The entities that are required to be included in the combined financial statements of UPC Technology Crop. as of and for the year ended December 31, 2019, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, UPC Technology Crop. and subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
UPC TECHNOLOGY CORP.
By
MIAU FENG CHIANG Chairman March 13, 2020
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Stockholders UPC Technology Corp.
Opinion
We have audited the accompanying consolidated financial statements of UPC Technology Corp. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the consolidated financial statements for the year ended December 31, 2019 are stated as follows:
Recognition of Operating Revenue
Key audit matter was identified for occurrence of revenue recognition for product sales since the judgement is required if the performance obligation is met and sales should be recognized after the Group identifies the performance obligation from sales contracts with customers. We performed the audit procedures by assessing the internal controls related to sales, vouching the transaction records and supporting documents to check the occurrence of the sales and confirming the sales recognition in compliance with IFRS. Regarding the accounting policy of revenue recognition, please refer to Note 4 (14) to the consolidated financial statements.
Others
We have audited and expressed an unqualified opinion on the separate financial statements of UPC Technology Corp. as of and for the years ended December 31, 2019 and 2018.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this independent auditors’ report are Wen-Chi Kuo and Zhen-Ming Li.
Deloitte & Touche Taipei, Taiwan Republic of China
March 13, 2020
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent 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. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Notes 8 and 34) Financial assets at amortized cost (Note 9) Notes receivable (Note 10) Trade receivables (Note 10) Other receivables (Note 10) Other receivables from related parties (Note 33) Current tax assets (Note 27) Inventories (Note 11) Prepayments for leases (Note 16) Other current assets (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 8) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Notes 14 and 34) Right-of-use assets (Notes 15 and 34) Computer software Deferred income tax assets (Note 27) Long-term prepayments for leases (Note 16) Other non-current assets (Notes 17 and 33) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Notes payable (Note 20) Trade payables (Notes 20 and 33) Other payables (Note 21) Current tax liabilities (Note 27) Provisions (Note 22) Lease liabilities - current (Note 15) Current portion of long-term borrowings (Note 18) Other current liabilities (Note 21) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Notes 18 and 35) Provisions (Note 22) Deferred tax liabilities (Note 27) Lease liabilities - non-current (Note 15) Long-term deferred revenue (Note 30) Net defined benefit liabilities (Note 23) Guarantee deposits received (Note 33) Total non-current liabilities Total liabilities EQUITY (Note 24) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
2019 Amount % $ 5,324,973 12 29,497 - 772,690 2 47,277 - 712,892 1 3,019,370 7 200,356 - 1,297 - 16,332 - 6,656,824 15 - - 1,903,075 4 18,684,583 41 7,185,279 16 20,117 - 16,362,557 36 1,632,226 4 5,369 - 749,624 2 - - 517,242 1 26,472,414 59 $ 45,156,997 100 $ 4,975,330 11 1,621,876 4 2,015,539 4 1,209,917 3 117,265 - 112,052 - 14,656 - - - 575,279 1 10,641,914 23 5,982,279 13 7,287,166 16 6,212 - 217,671 1 49,016 - 194,708 1 192,491 - 13,824 - 13,943,367 31 24,585,281 54 13,323,476 30 1,327,147 3 2,339,154 5 341,773 1 1,720,209 4 4,401,136 10 1,519,957 3 - - 20,571,716 46 $ 45,156,997 100 |
2018 | ||
|---|---|---|---|---|
| Amount % $ 4,892,316 11 47,431 - 652,410 1 47,309 - 344,302 1 3,717,142 8 160,758 - 2,143 - 97,305 - 8,482,626 19 36,263 - 2,182,764 5 20,662,769 45 5,443,979 12 28,350 - 17,072,617 37 - - 7,364 - 421,829 1 1,533,456 4 599,485 1 25,107,080 55 $ 45,769,849 100 $ 4,295,128 10 1,286,845 3 1,786,163 4 1,526,838 3 81,672 - 129,518 - - - 870,711 2 552,136 1 10,529,011 23 5,977,858 13 8,842,993 19 4,853 - 220,476 1 - - 215,860 1 190,422 - 14,313 - 15,466,775 34 25,995,786 57 12,939,216 28 1,301,779 3 2,263,793 5 341,773 1 2,585,164 5 5,190,730 11 533,639 1 (191,301) - 19,774,063 43 $ 45,769,849 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OPERATING REVENUE (Note 25) Sales Other operating revenue Total operating revenue OPERATING COSTS (Note 26) Cost of goods sold (Notes 11 and 33) Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 26 and 33) Selling and marketing expenses General and administrative expenses Reversal of expected credit loss Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of associates accounted for using the equity method (Note 13) Other income (Notes 26 and 33) Other gains and losses (Note 26) Finance costs (Note 26) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Note 27) NET (LOSS) PROFIT |
2019 Amount % $ 62,485,677 100 229,265 - 62,714,942 100 60,459,876 96 194,012 - 60,653,888 96 2,061,054 4 1,510,550 2 913,927 2 (9,235) - 2,415,242 4 (354,188) - (645) - 812,768 1 (231,781) - (404,787) (1) 175,555 - (178,633) - 38,257 - (140,376) - |
2018 | ||
|---|---|---|---|---|
| Amount % $ 61,145,232 100 113,266 - 61,258,498 100 57,766,211 95 89,674 - 57,855,885 95 3,402,613 5 1,317,746 2 1,006,917 2 (336) - 2,324,327 4 1,078,286 1 (613) - 691,091 1 (381,454) - (438,431) (1) (129,407) - 948,879 1 (195,269) - 753,610 1 (Continued) |
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) (Note 24) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive loss of associates accounted for using the equity method (Note 13) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 27) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 27) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR (LOSS) EARNINGS PER SHARE (Note 28) Basic Diluted |
2019 Amount % $ 1,383 - 1,854,680 3 (6,930) - (280) - 1,848,853 3 (870,666) (2) 830 - (869,836) (2) 979,017 1 $ 838,641 1 $ (0.11) $ (0.11) |
2018 | ||
|---|---|---|---|---|
| Amount % $ 1,877 - (1,221,548) (2) (2,173) - 2,750 - (1,219,094) (2) (269,503) - (7,220) - (276,723) - (1,495,817) (2) $ (742,207) (1) $ 0.58 $ 0.58 |
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| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Legal reserve Share dividends distributed by the Company Cash dividends distributed by the Company Net profit in 2018 Other comprehensive income (loss) in 2018, net of income tax Total comprehensive income (loss) in 2018 Treasury shares transferred to employees BALANCE AT DECEMBER 31, 2018 Appropriation of 2018 earnings Legal reserve Cash dividends distributed by the Company Share dividends distributed by the Company Net loss in 2019 Other comprehensive income (loss) in 2019, net of income tax Total comprehensive income (loss) in 2019 Share-based payment transaction - employees share option plan Cancelation of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2019 |
Ordinary Shares Capital Surplus $ 11,995,571 $ 1,147,117 - - 11,995,571 1,147,117 - - 943,645 - - - - - - - - - - 154,662 12,939,216 1,301,779 - - - - 385,150 - - - - - - - - 25,330 (890) 38 - - $ 13,323,476 $ 1,327,147 |
Retained Earnings | Total $ 6,038,556 517,140 6,555,696 - (943,645) (1,179,558) 753,610 4,627 758,237 - 5,190,730 - (256,767) (385,150) (140,376) 1,103 (139,273) - - (8,404) $ 4,401,136 |
Other Equity | Total $ 2,400,287 (366,204) 2,034,083 - - - - (1,500,444) (1,500,444) - 533,639 - - - - 977,914 977,914 - - 8,404 $ 1,519,957 |
Treasury Shares $ (317,625) - (317,625) - - - - - - 126,324 (191,301) - - - - - - 190,449 852 - $ - |
Total Equity $ 21,263,906 150,936 21,414,842 - - (1,179,558) 753,610 (1,495,817) (742,207) 280,986 19,774,063 - (256,767) - (140,376) 979,017 838,641 215,779 - - $ 20,571,716 |
|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Unrealized Gains (Losses) on Available-for- Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign sale Financial Comprehensive Operations Assets Income $ 58,283 $ 2,342,004 $ - - (2,342,004) 1,975,800 58,283 - 1,975,800 - - - - - - - - - - - - (276,723) - (1,223,721) (276,723) - (1,223,721) - - - (218,440) - 752,079 - - - - - - - - - - - - (869,836) - 1,847,750 (869,836) - 1,847,750 - - - - - - - - 8,404 $ (1,088,276) $ - $ 2,608,233 |
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| Unappropriated Legal Reserve Special Reserve Earnings $ 2,029,552 $ 341,773 $ 3,667,231 - - 517,140 2,029,552 341,773 4,184,371 234,241 - (234,241) - - (943,645) - - (1,179,558) - - 753,610 - - 4,627 - - 758,237 - - - 2,263,793 341,773 2,585,164 75,361 - (75,361) - - (256,767) - - (385,150) - - (140,376) - - 1,103 - - (139,273) - - - - - - - - (8,404) $ 2,339,154 $ 341,773 $ 1,720,209 |
The accompanying notes are an integral part of the consolidated financial statements.
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) income before income tax Adjustments for: Reversal of expected credit loss on trade receivables Depreciation expenses Amortization expenses Finance costs Interest income Dividend income Compensation costs of share-based payment Loss on disposal of property, plant and equipment Net gain on fair value changes of financial assets as at fair value through profit or loss Share of profit or loss of associates accounted for using the equity method Long-term deferred revenue transferred to other income (Reversal of write-downs) write-downs of inventories Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Other current assets Notes payable Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through the other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through the other comprehensive income |
2019 $ (178,633) (9,235) 1,580,837 185,884 404,787 (49,448) (319,395) 55,972 10,411 (216) 645 (13,026) (127,052) - (367,751) 705,662 (43,811) 846 1,958,164 279,689 335,031 229,376 (140,524) (16,107) 101,950 3,452 4,587,508 53,661 (253,401) 4,387,768 (32,994) 5,735 19,471 |
2018 $ 948,879 (336) 1,456,325 306,651 438,431 (95,523) (318,144) 149,860 8,859 (19,118) 613 (13,342) 180,072 (30,000) (10,064) (548,419) (60,242) (52) (1,499,937) (271,258) 965,397 (680,578) (138,367) (349) 129,065 5,126 903,549 93,717 (363,013) 634,253 (58,937) - 40,790 (Continued) |
|---|---|---|
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)
| Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Proceeds from sale of financial assets at fair value through profit or loss Purchase for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for computer software Payments for right-of-use assets Increase in other non-current assets Increase in prepayments for leases Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds payable Repayments of short-term bills payable Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Proceeds from treasury shares transferred to employees Interest paid Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2019 $ (54,368) 52,441 18,150 (1,546,756) 29,636 (9,754) 8,586 (2,430) (101,321) (146,019) - 319,395 (1,440,228) - - 30,653,672 (29,771,085) 27,186,703 (29,636,167) 662 (1,151) (20,695) (256,767) 81,000 (425,800) (2,189,628) (325,255) 432,657 4,892,316 $ 5,324,973 |
2018 $ (139,401) 104,877 - (2,578,758) 14,695 (14,527) 9,621 (3,777) - (345,963) (2,953) 318,144 (2,656,189) 5,977,858 (2,099,184) 27,288,634 (30,174,706) 19,929,600 (19,110,737) 8,558 (62) - (1,179,558) 210,414 (426,757) 424,060 18,889 (1,578,987) 6,471,303 $ 4,892,316 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except As Stated Otherwise)
1. GENERAL
UPC Technology Corp. (the “Company”), incorporated in August 1976, mainly manufactures and sells petrochemical products such as Phthalic Anhydride (PA) and Plasticizer (DEHP). The Company’s shares have been listed on the Taiwan Stock Exchange since March 1989.
The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollars.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the board of directors on March 13, 2020.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC) and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the FSC
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group’s accounting policies:
- 1) IFRS 16 “Leases”
IFRS 16 provides a model for the treatment of lease in the financial statements. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.
The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for both the principal portion and the interest portion of lease liabilities are classified within financing activities. Prior to the
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application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights in mainland China and Malaysia were recognized as prepayments for leases. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables were recognized on the consolidated balance sheets for contracts classified as finance leases.
The Group elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. Except for the following practical expedient (b) which is applied, the Group applies IAS 36 to all right-of-use assets.
The Group also applies the following practical expedients:
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a) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
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b) The Group adjusts the right-of-use assets on January 1, 2019 by the amount of any provisions for onerous leases recognized on December 31, 2018, instead of assessing the impairment under IAS 36.
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c) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
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d) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.
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e) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.
For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the respective leased assets and finance lease payables on December 31, 2018.
The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 2.63%. The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:
| The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 Less: Recognition exemption for short-term leases Undiscounted amounts on January 1, 2019 Discounted amounts using the incremental borrowing rate on January 1, 2019 Add: Adjustments as a result of a different treatment of extension and termination options Lease liabilities recognized on January 1, 2019 |
$ 25,144 (18,900) $ 6,244 $ 6,152 79,244 $ 85,396 |
|---|---|
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The Group as lessor
The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:
| Adjustments | Adjustments | |||||
|---|---|---|---|---|---|---|
| As Originally | Arising from | |||||
| Stated on | Initial | Restated on | ||||
| January 1, 2019 | Application | January 1, 2019 | ||||
| Prepayments for leases - current | $ | 36,263 |
$ | (36,263) |
$ | - |
| Prepayments for leases - non-current | 1,533,456 | (1,533,456) | - | |||
| Right-of-use assets | - | 1,655,115 | 1,655,115 | |||
| Total effect on assets | $ | 1,569,719 | $ | 85,396 |
$ | 1,655,115 |
| Lease liabilities - current | $ | - |
$ | 15,647 |
$ | 15,647 |
| Lease liabilities - non-current | 69,749 | 69,749 | ||||
| Total effect on liabilities | $ | - |
$ | 85,396 |
$ | 85,396 |
| Retained earnings | $ | - |
$ | - |
$ | - |
| Total effect on equity | $ | - |
$ | - |
$ | - |
- 2) IFRIC 23 “Uncertainty over Income Tax Treatments”
IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Group should assume that the taxation authority has full knowledge of all related information when making related examinations. If the Group concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Group should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Group should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the Group expects to better predict the resolution of the uncertainty. The Group has to reassess its judgments and estimates if facts and circumstances change.
- 3) Annual Improvements to IFRSs 2015-2017 Cycle
Several standards, including IFRS 3 “Business Combinations”, IFRS 11 “Joint Arrangements”, IAS 12 “Income Taxes” and IAS 23 “Borrowing Costs”, were amended in this annual improvement. IAS 23 was amended to clarify that, if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, the related borrowing costs shall be included in the calculation of the capitalization rate on general borrowings.
-
14 -
-
4) Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”
The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current service cost and the net interest for the remainder of the annual reporting period are determined using the actuarial assumptions used for the remeasurements of the net defined benefit liabilities (assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Group applied the above amendments prospectively.
- b. The IFRSs endorsed by the FSC for application starting from 2020
New, Amended or Revised Standards and Interpretations Effective Date (the “New IFRSs”) Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark January 1, 2020 (Note 2) Reform” Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)
Effective Date Announced by IASB
-
Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
-
Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.
-
Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
Amendments to IAS 1 and IAS 8 “Definition of material”
The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Effective Date Announced by IASB (Note) |
|---|---|
| To be determined by IASB January 1, 2021 January 1, 2022 |
Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
- 15 -
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.
The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months or an operating cycle (e.g. land held for construction site) after the reporting period; and
-
16 -
3) Cash and cash equivalents.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within 12 months after the reporting period; and
-
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions and up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 12, Table 8 and 9 for detailed information on subsidiaries (including percentages of ownership and main businesses).
e. Foreign currencies
In preparing the financial statements of each individual consolidated entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary item arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the year except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in foreign currencies are not translated.
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For the purpose of presenting consolidated financial statements, the functional currencies of the Company’s foreign operations (including subsidiaries and associates in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income attributed to the owners of the Company and non-controlling interests as appropriate.
f. Cash equivalents
Cash equivalents include time deposits with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash commitments and highly liquid investments which are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
g. Inventories
Inventories consist of merchandise inventories, raw materials, supplies, finished goods, semi-finished goods, work in progress and land held for construction site. Inventories, are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
h. Investments in associates
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.
The Group uses the equity method to account for its investments in associates. Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.
When the Group subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
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The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasured the retained interest.
When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
- i. Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Freehold land is not depreciated.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful life, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Computer software
Computer software is initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual values, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the computer software before the end of its economic life.
Computer software shall be derecognized on disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from the derecognition of computer software, which are measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.
-
19 -
-
k. Impairment of tangible and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
- l. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in profit or loss. Fair value is determined in the manner described in Note 32.
-
20 -
-
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivables, trade receivables and other receivables at amortized cost, time deposits with original maturities of more than 3 months and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:
-
i) Significant financial difficulty of the issuer or the borrower;
-
ii) Breach of contract, such as a default;
-
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
-
iv) The disappearance of an active market for that financial asset because of financial difficulties.
-
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
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Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Group always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.
For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):
-
i. Internal or external information show that the debtor is unlikely to pay its creditors.
-
ii. When a financial asset is past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
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On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.
3) Financial liabilities
- a) Subsequent measurement
Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method:
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.
Financial liabilities held for trading are stated at fair value, and any gains or losses on such financial liabilities are remeasurement gains or losses recognized in profit or loss.
Fair value is determined in the manner described in Note 32.
- b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- 5) Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts and cross-currency swap contracts.
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Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.
Before 2018, derivatives embedded in non-derivative host contracts were treated as separate derivatives when they met the definition of a derivative; their risks and characteristics were not closely related to those of the host contracts; and the contracts were not measured at FVTPL. Starting from 2018, derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the host contracts are not measured at FVTPL.
m. Provisions
Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are measured using the cash flows estimated to settle the present obligation.
n. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
- 1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of petrochemical products. Sales of petrochemical products are recognized as revenue when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. The Group recognized revenue and trade receivables concurrently.
- 2) Revenue from the rendering of services
Revenue from the rendering of services comes from the warehousing and logistics services. Revenue from services is recognized when services are provided according to contracts.
- o. Leases
2019
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
- 1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
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Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.
- 2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
2018
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
The Group assessed all leases belong to operating leases.
- 1) The Group as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
- 2) The Group as lessee
Operating lease payments are recognized as expenses on a straight-line basis over the lease term.
- 3) Leasehold land for own use
Leasehold land for own use are classified as operating leases is recognized on a straight-line basis over the lease term.
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p. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets (even if the assets must take a long time to ready for their intend use or sale) are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
q. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.
r. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans.
3) Other long-term employee benefits
Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans.
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s. Share-based payment arrangement
The fair value at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options. It is recognized as an expense in full at the grant date if vested immediately. The grant date of treasury shares transferred to employees is the date on which the employees are informed.
- t. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax at 5% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
-
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3) Current and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents (investments with original maturities of less than 3 months) Bank acceptances Time deposits Repurchase agreements collateralized by bonds |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 332 5,173,061 95,155 56,425 - $ 5,324,973 |
2018 $ 332 4,385,927 144,046 175,577 186,434 $ 4,892,316 |
The market rate intervals of cash in bank at the end of the year were as follows:
| Bank balance Repurchase agreements collateralized by bonds |
December 31 |
|---|---|
| 2019 2018 0.00%-2.03% 0.00%-2.03% - 0.21% |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at fair value through profit or loss (FVTPL)-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Mutual funds |
December | 31 | |
|---|---|---|---|
| 2019 $ 29,497 |
2018 $ 47,431 |
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The Group entered into foreign exchange forward contracts and cross-currency swap contracts to manage exposures to exchange rate and interest rate fluctuations of foreign currency denominated assets and liabilities.
The Group did not enter into any derivatives trading during 2019.
The Group recognized net gain of $18,974 thousand on derivatives financial instrument transactions for the year ended December 31, 2018.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - INVESTMENTS IN EQUITY INSTRUMENTS
| Current Domestic investments Listed shares Non-current Domestic investments Listed shares and emerging market shares Unlisted shares Foreign investments Listed shares and emerging market shares Unlisted shares |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 772,690 $ 6,547,573 520,017 7,067,590 117,674 15 117,689 $ 7,185,279 |
2018 $ 652,410 $ 4,959,369 456,528 5,415,897 - 28,082 28,082 $ 5,443,979 |
These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
Refer to Note 34 for information relating to investments in equity instruments at FVTOCI pledged as security.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturities of more than 3 months Restricted deposits |
**December ** | **31 ** | |
|---|---|---|---|
| 2019 $ - 47,277 $ 47,277 |
2018 $ 14,321 32,988 $ 47,309 |
-
29 -
-
a. The range of interest rates for time deposits with original maturities of more than 3 months was from 1.69% to 1.76% per annum as of December 31, 2018.
-
b. The interest rate for restricted deposits was both 0.30% as of December 31, 2019 and 2018.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss Other receivables Interest receivables Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 713,247 (355) $ 712,892 $ 3,035,598 (16,228) $ 3,019,370 $ 1,836 198,520 $ 200,356 |
2018 $ 345,496 (1,194) $ 344,302 $ 3,742,404 (25,262) $ 3,717,142 $ 6,049 154,709 $ 160,758 |
The average credit period of sales of goods was 30 days. Historical experience had been that receivables past due beyond 1 year were not recoverable. For the receivables past due beyond 1 year, the Group recognized 100% of the amount as allowance for impairment loss. For the receivables past due within 1 year, allowance for impairment loss was recognized against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.
Before accepting any new customer, the Group used an internal credit scoring system to assess the potential customer’s credit quality and defined credit limits. The credit limits and rating would be evaluated twice a year.
In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
For the receivable balance as of December 31, 2019 of the largest customer of the Group is $259,958 thousand (refer to Note 32). Sum of the receivable balance of the two major customers as of December 31, 2018 is $469,472 thousand. In addition, the receivable balance of other individual customer does not exceed 5% of the total receivable balance.
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The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all receivables. The expected credit losses on receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate. The provision for loss allowance base on the Group’s different customer base.
The Group recognized 100% of the amount as allowance for impairment loss when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 1 year past due. For trade receivables that recognized 100% of the amount as allowance for impairment loss, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Group’s provision matrix.
December 31, 2019
| Credit Rating A C Gross carrying amount $ 451,776 Loss allowance (Lifetime ECL) (4,085) Amortized cost $ 447,691 December 31, 2018 Credit Rating A C Gross carrying amount $ 822,667 Loss allowance (Lifetime ECL) (10,121) Amortized cost $ 812,546 |
redit Rating B C $ 1,367,422 (5,383) $ 1,362,039 redit Rating B C $ 1,641,819 (6,842) $ 1,634,977 |
redit Rating C C $ 458,573 (2,280) $ 456,293 redit Rating C C $ 586,414 (2,926) $ 583,488 |
redit Rating D C $ 737,491 (3,993) $ 733,498 redit Rating D C $ 689,255 (3,846) $ 685,409 |
redit Rating E C $ 19,948 (99) $ 19,849 redit Rating E C $ 726 (4) $ 722 |
redit Rating F C $ 713,247 (355) $ 712,892 redit Rating F C $ 345,496 (1,194) $ 344,302 |
redit Rating G (Note) $ 388 (388) $ - redit Rating G (Note) $ 1,523 (1,523) $ - |
Total $ 3,748,845 (16,583) $ 3,732,262 Total $ 4,087,900 (26,456) $ 4,061,444 |
|---|---|---|---|---|---|---|---|
C Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Note: As of December 31, 2019 and 2018, the amount of individually impaired trade receivables was $388 thousand and $1,523 thousand, respectively. The Group did not hold any collateral or other credit enhancements for these receivables.
The aging of receivables was as follows:
| No past due Less than 30 days 31-60 days 61-90 days Over 91 days |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 3,689,251 57,825 893 - 876 $ 3,748,845 |
2018 $ 4,030,515 51,793 3,994 1,595 3 $ 4,087,900 |
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The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance Less: Amounts written off Foreign exchange gains and losses Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 25,262 6,291 (14,687) (132) (506) $ 16,228 |
2018 $ 25,719 11,654 (11,893) - (218) $ 25,262 |
The movements of the loss allowance of notes receivable were as follows:
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 1,194 16 (855) $ 355 |
2018 $ 1,291 1,022 (1,119) $ 1,194 |
11. INVENTORIES
| Finished goods Semi-finished goods Work in progress Raw materials Supplies Merchandise inventory Inventory in transit Land held for construction site Less: Allowance for loss |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 2,217,653 350,978 160,819 2,130,410 435,456 - 732,200 777,581 6,805,097 (148,273) $ 6,656,824 |
2018 $ 3,261,248 559,252 176,366 2,408,740 664,690 3,289 991,756 697,920 8,763,261 (280,635) $ 8,482,626 |
The Group recognized cost of goods sold are all related to inventories.
The cost of goods sold for the years ended December 31, 2019 and 2018 included reversal of inventory write-downs of $127,052 thousand and the inventory write-downs of $180,072 thousand, respectively.
As of December 31, 2019 and 2018, land held for construction site are expected to be recovered after more than 12 months.
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12. SUBSIDIARIES
a. Subsidiaries included in the consolidated financial statements
| Investor Investee Nature of Activities The Company Constant Holdings Ltd. (CHL) Investment activities The Company Glory Ace Trading The Company Union Venture Capital Corp. (UVC) Investment activities The Company Wei Chen Investment Co. (WCI) Investment activities The Company Taiwan Union International Investment Corporation (TUI) Investment activities CHL Star Bright Investment activities CHL Goldendust Investment activities CHL Natural Investment activities CHL Magic Props Investment activities CHL Pure Fantasy Investment activities CHL Union Hong Kong Trading CHL Modern Vantage Investment activities CHL Charmon Investment activities CHL Linkhope Investment activities CHL Reachworld Investment activities CHL Daywinn Investment activities CHL Dragonoble Investment activities CHL Pagerise Investment activities CHL Faithouse Investment activities CHL Greaterise Investment activities CHL Granfaith Investment activities CHL Prestige Spring Investment activities UVC Inno Strategy Investment activities Star Bright Logical Path Ltd. Investment activities Goldendust Zhongshan Unicizers Manufacturing and selling of DEHP and PA Natural and Daywinn Taizhou Union Plastics Manufacturing and selling of PVC Modern Vantage Taizhou Union Logistics Warehousing and storage services Charmon and Zhongshan Unicizers Taizhou Union Chemical Manufacturing and selling of DEHP and PA Linkhope Jiangsu Union Logistics Rendoring logistics services Reachworld Guangdong Union Logistics Rendoring logistics services Dragonoble and Zhongshan Unicizers Panjin Union Chemical Manufacturing and selling of DEHP and PA Pagerise Panjin Union Logistics Warehousing and storage services Greaterise Panjin Union Materials Manufacturing and selling of MA and related derivatives Zhongshan Unicizers Logical Path Ltd. Pure Fantasy and Goldendust Zhuhai Unicizers Manufacturing and selling of DEHP, PA and MA Zhongshan Unicizers, Logical Path Ltd. Goldendust and Magic Props Zhenjiang Union Chemical Manufacturing and selling of DEHP and PA Zhenjiang Union Chemical ZhenJiang Union Torch Estate Real Estate Management Granfaith and Zhongshan Unicizers Nanchong Unicizers Manufacturing and selling of DEHP and PA Prestige Spring UPC Chemicals (Malaysia) Manufacturing and selling of DEHP and PA Faithouse Sichung Logistics Rendoring logistics services UPC Chemicals (Malaysia) UPCM Trading (Thailand) Company Limited Trading UPC Chemicals (Malaysia) UPCM Trading (Vietnam) Company Limited Trading |
Proportion of Ownership (%) December 31 2019 2018 Description Remark 100.00 100.00 1) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 1) 100.00 100.00 1) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 1) 100.00 100.00 Natural holds 74.41% and Daywinn holds 25.59%. 1) 100.00 100.00 2) 100.00 100.00 Charmon holds 49.90% and Zhongshan Unicizers holds 50.10%. 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 Dragonoble holds 49.00% and Zhongshan Unicizers holds 51.00%. 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 Zhongshan Unicizers holds 50.28%, Logical Path Ltd. 6.48%, Pure Fantasy holds 17.75% and Goldendust holds 25.49%. 2) 100.00 100.00 Zhongshan Unicizers holds 50.49%, Logical Path Ltd. holds 4.01%, Goldendust holds 3.71% and Magic Props holds 41.79%. 1) 100.00 100.00 2) 100.00 100.00 Granfaith holds 49.00% and Zhongshan Unicizers holds 51.00%. 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 - Incorporated in May 2019. 2) 100.00 - Incorporated in July 2019. 2) |
|---|---|
Remark 1: Material subsidiary.
Remark 2: Immaterial subsidiary.
- 33 -
As of December 31, 2019, the investment relationship and shareholding ratio of the Company and the individuals controlled by the Company are as follows:
==> picture [759 x 392] intentionally omitted <==
----- Start of picture text -----
The
Company
100.00% 100.00% 100.00% 100.00% 100.00%
Glory Ace WCI CHL UVC TUI
100.00%
Inno
Strategy
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Union Hong Kong Star Bright Magic Props Goldendust Pure Fantasy Natural Charmon Modern Vantage Linkhope Reachworld Daywinn Dragonoble Pagerise Faithouse Greaterise Granfaith Prestige Spring
100.00%
Logical 41.79%
Path Ltd
4.01% 3.71% 100.00% 25.49% 17.75% 74.41% 49.90% 100.00% 100.00% 100.00% 25.59% 49.00% 100.00% 100.00% 100.00% 49.00% 100.00%
Zhenjiang Union 50.49% Zhongshan Unicizers 50.28% Unicizers Zhuhai Taizhou Union Taizhou Union Taizhou Union Jiangsu Union Guangdong Union Panjin Union Panjin Union Logistics Sichung Panjin Union Nanchong Unicizers Chemicals UPC
Chemical Plastics Chemical Logistics Logistics Logistics Chemical Logistics Materials (Malaysia)
6.48% 50.10% 51.00% 51.00%
100.00% 100.00%
UPCM UPCM
100.00% Trading Trading
(Thailand) (Vietnam)
Zhenjiang Union
Torch Estate
----- End of picture text -----
-
34 -
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b. Subsidiaries excluded from the consolidated financial statements: None.
13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
| Associates that are not individually material Unlisted company Harbinger Ruyi |
**December ** | 31 | |
|---|---|---|---|
| 2019 $ 20,117 |
2018 $ 28,350 |
As the end of the reporting period, the proportion of ownership and voting rights in associates held by the Group were as follows:
| Name of Associate Harbinger Ruyi |
**December 31 ** |
|---|---|
| 2019 2018 28.57% 28.57% |
Aggregate information of associates that are not individually material
| The Group’s share of: Loss Other comprehensive income (loss) Total comprehensive income (loss) |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ (645) (6,930) $ (7,575) |
2018 $ (613) (2,173) $ (2,786) |
14. PROPERTY, PLANT AND EQUIPMENT
| Balance at January 1, 2018 Additions Disposals Reclassification Transfers from prepayment for equipment Transfer from inventory Effects of foreign currency exchange differences Balance at December 31, 2018 Accumulated depreciation Balance at January 1, 2018 Disposals Depreciation expense Effects of foreign currency exchange differences Balance at December 31, 2018 Carrying amounts at December 31, 2018 |
Land $ 1,126,898 - - - - - - $ 1,126,898 $ 1,126,898 |
Buildings $ 6,773,825 47,574 (4,707 ) 315,682 - 291,332 (99,917) $ 7,323,789 $ 1,561,663 (2,074 ) 285,833 (24,067) $ 1,821,355 $ 5,502,434 |
Machinery and Equipment $ 10,132,960 157,188 (54,009 ) 259,444 5,469 - (143,259) $ 10,357,793 $ 5,928,369 (46,282 ) 661,432 (94,469) $ 6,449,050 $ 3,908,743 |
Warehousing Equipment $ 2,777,442 138,347 (1,860 ) 314,647 - - (36,599) $ 3,191,977 $ 1,737,185 (1,490 ) 200,608 (24,947) $ 1,911,356 $ 1,280,621 |
Utilities Equipment $ 2,982,240 57,374 (29,735 ) 113,577 - 23,011 (44,144) $ 3,102,323 $ 2,351,832 (29,195 ) 167,126 (35,104) $ 2,454,659 $ 647,664 |
Transportation Equipment $ 248,991 69,329 (32,201 ) 34,945 - - (4,130) $ 316,934 $ 116,880 (20,924 ) 34,861 (1,782) $ 129,035 $ 187,899 |
Other Equipment E $ 1,067,112 70,433 (13,312 ) 16,798 - 129,350 (16,073) $ 1,254,308 $ 763,187 (12,305 ) 106,465 (12,078) $ 845,269 $ 409,039 |
Construction in Progress and quipment to Be Inspected Total $ 2,809,501 $ 27,918,969 2,378,868 2,919,113 - (135,824 ) (1,055,093 ) - 25,680 31,149 - 443,693 (149,637) (493,759) $ 4,009,319 $ 30,683,341 $ 12,459,116 (112,270 ) 1,456,325 (192,447) $ 13,610,724 $ 4,009,319 $ 17,072,617 (Continued) |
|---|---|---|---|---|---|---|---|---|
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| Cost Balance at January 1, 2019 Additions Disposals Reclassification Transfers from prepayment for equipment Effects of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation Balance at January 1, 2019 Disposals Depreciation expense Effects of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019 |
Land $ 1,126,898 - - - - - $ 1,126,898 $ 1,126,898 |
Buildings $ 7,323,789 56,979 (1,037 ) 693,651 - (285,315) $ 7,788,067 $ 1,821,355 (554 ) 298,586 (65,884) $ 2,053,503 $ 5,734,564 |
Machinery and Equipment $ 10,357,793 285,616 (64,009 ) 1,332,266 - (422,676) $ 11,488,990 $ 6,449,050 (36,986 ) 697,182 (242,834) $ 6,866,412 $ 4,622,578 |
Warehousing Equipment $ 3,191,977 233,057 (8,035 ) 479,927 - (128,210) $ 3,768,716 $ 1,911,356 (2,144 ) 221,659 (65,785) $ 2,065,086 $ 1,703,630 |
Utilities Equipment $ 3,102,323 264,199 (15,930 ) 341,297 - (124,351) $ 3,567,538 $ 2,454,659 (10,789 ) 134,459 (83,575) $ 2,494,754 $ 1,072,784 |
Transportation Equipment $ 316,934 10,085 (11,035 ) (4,407 ) - (11,112) $ 300,465 $ 129,035 (9,764 ) 33,832 (5,390) $ 147,713 $ 152,752 |
Other Equipment E $ 1,254,308 40,902 (4,867 ) 112,252 - (46,627) $ 1,355,968 $ 845,269 (4,629 ) 140,993 (32,705) $ 948,928 $ 407,040 |
Construction in Progress and quipment to Be Inspected Total $ 4,009,319 $ 30,683,341 541,604 1,432,442 - (104,913 ) (2,954,986 ) - 977 977 (54,603) (1,072,894) $ 1,542,311 $ 30,938,953 $ 13,610,724 (64,866 ) 1,526,711 (496,173) $ 14,576,396 $ 1,542,311 $ 16,362,557 (Concluded) |
|---|---|---|---|---|---|---|---|---|
There was no indication of impairment for the years ended December 31, 2019 and 2018.
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
| Building | |
|---|---|
| Main buildings | 50 years |
| Road construction | 15-40 years |
| Others | 3-50 years |
| Machinery and equipment | 5-20 years |
| Warehousing equipment | 5-15 years |
| Utilities equipment | 5-15 years |
| Transportation equipment | 5-8 years |
| Other equipment | 3-20 years |
Property, plant and equipment pledged as collateral for bank borrowings is set out in Note 34.
15. LEASE ARRANGEMENTS
a. Right-of-use assets - 2019
| December 31, | |
|---|---|
| 2019 | |
| Carrying amounts | |
| Land | $ 1,591,369 |
| Buildings | 37,910 |
| Other equipment | 2,947 |
| $ 1,632,226 |
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| For the Year | |
|---|---|
| Ended | |
| December 31, | |
| 2019 | |
| Depreciation charge for right-of-use assets | |
| Land | $ 39,722 |
| Buildings | 11,334 |
| Other equipment | 3,070 |
| $ 54,126 | |
| Lease liabilities - 2019 | |
| December 31, | |
| 2019 | |
| Carrying amounts | |
| Current | $ 14,656 |
| Non-current | $ 49,016 |
| Range of discount rate for lease liabilities was as follows: | |
| December 31, | |
| 2019 | |
| Land | 3.66% |
| Buildings | 1.80%-3.66% |
| Other equipment | 4.35% |
- b. Lease liabilities - 2019
c. Material lease - in activities and terms
The Group leases land and buildings for the use of plants and offices with lease terms of 2 to 50 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.
d. Other lease information
| 2019 | ||
|---|---|---|
| For the Year | ||
| Ended | ||
| December 31, | ||
| 2019 | ||
| Expenses relating to short-term leases | $ | 22,433 |
| Expenses relating to low-value asset leases | $ | 658 |
| Expenses relating to variable lease payments not included in the measurement of | ||
| lease liabilities | $ | 1,218 |
| Total cash outflow for leases | $ | 145,107 |
The Group leases certain office equipment which qualifies as short-term leases and certain warehousing equipment which qualifies as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
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The amount of lease commitments for short-term leases for which the recognition exemption is applied was $19,800 thousand as of December 31, 2019.
Right-of-use assets pledged as collateral for bank borrowings is set out in Note 34.
16. PREPAYMENTS FOR LEASES
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Long-term prepayments for leases | ||
| Current assets | $ | 36,263 |
| Non-current assets | $ | 1,533,456 |
Long-term prepayments for leases included land use rights are located in mainland China and Malaysia.
Land use rights pledged as collateral for bank borrowings is set out in Note 34.
17. OTHER ASSETS
| Current Other assets Prepayments to suppliers Input VAT and excess business tax paid Prepaid expense Non-current Other assets Refundable deposits Long-term prepaid expenses Prepayment for equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 865,325 636,852 400,898 $ 1,903,075 $ 28,315 408,306 80,621 $ 517,242 |
2018 $ 1,078,207 723,558 380,999 $ 2,182,764 $ 27,337 453,901 118,247 $ 599,485 |
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18. BORROWINGS
a. Short-term borrowings
| Unsecured borrowings Bank credit loans Fixed rate loans Floating rate loans |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 4,975,330 $ 4,873,523 101,807 $ 4,975,330 |
2018 $ 4,295,128 $ 3,670,032 625,096 $ 4,295,128 |
The range of interest rates on bank credit loans was 2.46%-4.57% and 2.85%-4.79% per annum at December 31, 2019 and 2018, respectively.
b. Long-term borrowings
| Secured borrowings Bank loans Unsecured borrowings Bank credit loans Revolving credit loans Less: Current portions |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ - 105,713 7,181,453 7,287,166 7,287,166 - $ 7,287,166 |
2018 $ 502,131 2,360,118 6,851,455 9,211,573 9,713,704 (870,711) $ 8,842,993 |
The carrying amounts of long-term borrowings of the Group were as follows:
| Effective Maturity Day Interest Rate Fixed interest rate loan Unsecured loans (NTD) Used in revolving credit before November 2020 1.10% Used in revolving credit before November 2021 1.10% Used in revolving credit before February 2022 1.19% Used in revolving credit before November 2022 1.10% Used in revolving credit before May 2020 1.10% Used in revolving credit before May 2021 1.10% |
December 31 2019 2018 $ - $ 1,000,000 1,000,000 - 150,000 - 300,000 - - 500,000 500,000 - (Continued) |
|---|---|
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| Effective Maturity Day Interest Rate Used in revolving credit before October 2020 1.06% Used in revolving credit before October 2021 1.06% Used in revolving credit before August 2020 1.15% Used in revolving credit before July 2020 1.22% Used in revolving credit before July 2021 1.22% Used in revolving credit before July 2020 1.21% Used in revolving credit before October 2021 1.13% Used in revolving credit before April 2022 1.20% Used in revolving credit before June 2021 1.20% Used in revolving credit before August 2020 1.20% Used in revolving credit before September 2022 1.08% Used in revolving credit before June 2020 1.28% Used in revolving credit before May 2021 0.98% Used in revolving credit before June 2022 1.15% Used in revolving credit before December 2019 1.20% Used in revolving credit before June 2021 1.10% Used in revolving credit before May 2021 1.05%/1.20% Used in revolving credit before November 2021 1.15% Unsecured loans (RMB) Repaid in batches before March of 2023 4.75%/5.00% Secured loans (RMB) Used in revolving credit before July 2019 4.79% Used in revolving credit before July 2019 4.61% Total of fixed interest rate loan Floating interest rate loan Unsecured loans (NTD) Repaid in batches before September 2022 1.36% Used in revolving credit before May 2020 1.09% Repaid in batches before November 2021 1.35% Unsecured loans (USD) Repaid once in October 2019 (US$6,000 thousand) 4.03% Repaid once in October 2019 (US$6,000 thousand) 4.02% Repaid once in November 2020 (US$3,000 thousand) 2.85% Repaid once in November 2020 (US$4,000 thousand) 3.01% Repaid once in December 2020 (US$5,000 thousand) 4.29% |
December 31 2019 2018 $ - $ 600,000 700,000 - - 300,000 - 500,000 300,000 - 500,000 500,000 - 600,000 - 300,000 300,000 - 500,000 500,000 - - 300,000 300,000 - 300,000 - - 500,000 500,000 - 600,000 600,000 400,000 - 105,713 110,088 - 144,105 - 358,026 7,055,713 6,212,219 - 500,000 - 900,000 - 460,000 - 184,290 - 184,290 - 92,145 - 122,860 - 153,575 (Continued) |
|
|---|---|---|
| 2019 $ - 700,000 - - 300,000 500,000 600,000 300,000 - 500,000 - 300,000 300,000 - 500,000 600,000 400,000 105,713 - - 7,055,713 - - - - - - - - |
- 40 -
| Effective Maturity Day Interest Rate Repaid once in December 2020 (US$5,000 thousand) 3.91% Repaid once in February 2021 (US$4,000 thousand) 3.59% Repaid once in February 2021 (US$2,000 thousand) 3.82% Repaid once in February 2021 (US$4,000 thousand) 3.64% Repaid once in June 2021 (US$3,000 thousand) 3.49% Unsecured loans (RMB) Used in revolving credit before May 2020 (RMB73,282 thousand) 4.57% Used in revolving credit before May 2020 (RMB5,250 thousand) 4.61% Used in revolving credit before May 2021 (RMB53,858 thousand) 4.35% Total of floating interest rate loan Total of long-term borrowing Less: Current portions |
December 31 2019 2018 $ - $ 153,575 - 122,860 - 61,430 - 122,860 - 92,145 - 327,960 - 23,495 231,453 - 231,453 3,501,485 7,287,166 9,713,704 - (870,711) $ 7,287,166 $ 8,842,993 (Concluded) |
|
|---|---|---|
| 2019 $ - - - - - - - 231,453 231,453 7,287,166 - $ 7,287,166 |
19. BONDS PAYABLE
| December 31 2019 2018 Secured domestic bonds $ 6,000,000 $ 6,000,000 Less: Discount of bonds (17,721) (22,142) $ 5,982,279 $ 5,977,858 The major terms of the secured domestic bonds are as follows: Issuance Issuance Period Total Amount Coupon rate Repayment and Interest Payment 2018-1 December 2018 to December 2023 $ 6,000,000 0.95% Bullet repayment; interest payable annually |
December 31 | |
|---|---|---|
20. NOTES PAYABLE AND TRADE PAYABLES
Notes payable and trade payables of the Group were generated from operating. The average credit period on purchases was 30 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
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21. OTHER LIABILITIES
| Current Other payables Payables for purchases of equipment Payables for salaries or bonuses Interest payables Payables for compensation of employees Payables for compensation of directors Payables for imported raw materials Payables for utilities Payables for freight Others Other liabilities Contract liabilities Treasury shares transfer to employees collected in advance Others |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 403,228 129,696 16,639 - - 59,384 46,359 198,736 355,875 $ 1,209,917 $ 572,393 - 2,886 $ 575,279 |
2018 $ 554,191 174,586 42,073 47,000 6,400 58,254 47,397 211,569 385,368 $ 1,526,838 $ 469,506 79,288 3,342 $ 552,136 |
22. PROVISIONS
| Current Safety provision (a) Non-current Employee benefits (b) |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 112,052 $ 6,212 |
2018 $ 129,518 $ 4,853 |
-
a. The safety provision are based on the regulations of the Mainland Chinese. When a company produces, stores, or transports hazardous chemicals, a specific ratio of safety provision should be recognized. Safety provision can be written off on actual expenses. As the safety provision balance reaches the specified rate, the Group may apply to competent authority for lower provision ratio.
-
b. The provision for employee benefits is based on the Group’s employee pension. The present value of the long-term employee benefit were carried out by qualified actuaries.
-
42 -
23. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
The employees of the Group’s subsidiaries in mainland China and Malaysia, are members of a state-managed retirement benefit plan operated by the government of mainland China and Malaysia. The subsidiaries is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.
Accordingly, the Group recognized pension expenses of $87,038 thousand and $88,302 thousand for the years ended December 31, 2019 and 2018, respectively.
b. Defined benefit plans
The defined benefit plans adopted by the Company of the Group in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 555,826 (363,335) $ 192,491 |
2018 $ 563,493 (373,071) $ 190,422 |
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Movements in net defined benefit liabilities were as follows:
| Present Value | |||
|---|---|---|---|
| of the Defined | Net Defined | ||
| Benefit | Fair Value of | Benefit | |
| Obligation | the Plan Assets | Liabilities | |
| Balance at January 1, 2018 | $ 583,441 | $ (396,268) | $ 187,173 |
| Current service cost | 6,183 | - | 6,183 |
| Net interest expense (income) | 5,027 |
(3,226) |
1,801 |
| Recognized in profit or loss | 11,210 |
(3,226) |
7,984 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (13,315) | (13,315) |
| Actuarial (gain) loss - changes in | |||
| demographic assumptions | 445 | - | 445 |
| Actuarial (gain) loss - changes in financial | |||
| assumptions | 5,046 | - | 5,046 |
| Actuarial (gain) loss - experience | |||
| adjustment | 5,947 |
- |
5,947 |
| Recognized in other comprehensive income | 11,438 |
(13,315) |
(1,877) |
| Contributions from the employer | - | (2,858) | (2,858) |
| Benefits paid | (42,596) |
42,596 |
- |
| Balance at December 31, 2018 | $ 563,493 | $ (373,071) | $ 190,422 |
| Balance at January 1, 2019 | $ 563,493 | $ (373,071) | $ 190,422 |
| Current service cost | 4,582 | - | 4,582 |
| Net interest expense (income) | 4,219 |
(2,626) |
1,593 |
| Recognized in profit or loss | 8,801 |
(2,626) |
6,175 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (14,863) | (14,863) |
| Actuarial (gain) loss - changes in | |||
| demographic assumptions | 348 | - | 348 |
| Actuarial (gain) loss - changes in financial | |||
| assumptions | 9,491 | - | 9,491 |
| Actuarial (gain) loss - experience | |||
| adjustment | 3,641 |
- |
3,641 |
| Recognized in other comprehensive income | 13,480 |
(14,863) |
(1,383) |
| Contributions from the employer | - | (2,723) | (2,723) |
| Benefits paid | (29,948) |
29,948 |
- |
| Balance at December 31, 2019 | $ 555,826 | $ (363,335) | $ 192,491 |
Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government or corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
44 -
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate(s) Expected rate(s) of salary increase |
December 31 |
|---|---|
| 2019 2018 0.625% 0.875% 2.500% 2.500% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| Discount rate(s) 0.25% increase 0.25% decrease Expected rate(s) of salary increase 0.25% increase 0.25% decrease |
December | 31 | |
|---|---|---|---|
| 2019 $ (9,492) $ 9,761 $ 9,418 $ (9,208) |
2018 $ (10,020) $ 10,315 $ 9,976 $ (9,743) |
The sensitivity analysis previously presented may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
December | 31 | |
|---|---|---|---|
| 2019 $ 2,742 7.0 years |
2018 $ 2,803 7.4 years |
24. EQUITY
- a. Ordinary shares
| Numbers of shares authorized (in thousands) Shares authorized Numbers of shares issued and fully paid (in thousands) Shares issued |
December 31 | December 31 | |
|---|---|---|---|
| 2019 2,000,000 $ 20,000,000 1,332,348 $ 13,323,476 |
2018 1,600,000 $ 16,000,000 1,293,922 $ 12,939,216 |
On January 18, 2019, the Company’s board of directors approved to cancel treasury shares of $890 thousand, with 89 thousand shares. Record date for capital reduction was February 2, 2019.
- 45 -
On June 14, 2019, the shareholder’s meeting resolved to increase capital by transferring the earnings of $385,150 thousand, which increased the share capital issued and fully paid to $13,323,476 thousand, with 1,332,348 thousand shares, all ordinary shares.
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
A total of 100,000 thousand shares of the Company authorized shares were reversed for issuance of employee share options.
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) Issuance of ordinary shares Donations Treasury stock transfer to employees May only be used to offset a deficit Employee share options exercised and expired Treasury stock transfer to employees May not be used for any purpose Employee share options |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 810,199 21,898 - 279,491 202,606 12,972 $ 1,327,147 |
2018 $ 810,255 21,898 7,930 279,491 182,205 - $ 1,301,779 |
Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
c. Retained earnings and dividend policy
The shareholders of the Company held their regular meeting on June 14, 2019 and in that meeting, resolved the amendments to the Company’s Articles of Incorporation (the “Articles”). The amendments explicitly stipulate that the proposal for profit distribution should be made at the end of the fiscal year. The profit distribution pays in cash, the board of directors is authorized to adopt a resolution to distribute dividends in cash and a report of such distribution should be submitted in the shareholders’ meeting.
Under the dividends policy as set forth in the amended article, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan. The issuance of share dividends should be distributed after such profit distribution is proposed to the resolution of the shareholders in the shareholders’ meeting. The board of directors is authorized to adopt a special resolution to distribute dividends in cash and report of such distribution should be submitted in the shareholders’ meeting.
- 46 -
Under the dividends policy as set forth the amended Articles before the amendments, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes and offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for admitting. For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to employees’ compensation and remuneration of directors in Note 26-6.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.
The appropriations of earnings for 2018 and 2017 were approved in the shareholders’ meetings on June 14, 2019 and June 8, 2018, respectively, were as follows:
| Legal reserve Cash dividends Share dividends Cash dividends per share (NT$) Share dividends per share (NT$) |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 75,361 $ 256,767 $ 385,150 $ 0.20 $ 0.30 |
2017 $ 234,241 $ 1,179,558 $ 943,645 $ 1.00 $ 0.80 |
The appropriation of earnings for 2019 had been proposed by the Company’s board of directors on March 13, 2020. The appropriation and dividends per share were as follows:
| For the Year | For the Year | ||
|---|---|---|---|
| Ended | |||
| December 31, | |||
| 2019 | |||
| Cash dividends | $ | 266,470 | |
| Cash dividends per | share (NT$) | $ | 0.20 |
- d. Special reserves
On the first-time adoption of IFRS, the Group appropriated to special reserve the amount that was the same as the unrealized revaluation increment transferred to retained earnings, which was $341,773 thousand.
The special reserve may be reversed on the disposal or reclassification of the related assets.
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e. Other equity items
- 1) Exchange differences on translating the financial statements of foreign operations
| Balance at January 1 Effect of change in tax rate Recognized for the year Exchange differences on translating the financial statements of foreign operations Related income tax Balance at December 31 Unrealized gain (loss) on financial assets at FVTOCI Balance at January 1 Recognized for the year Unrealized gain (loss) - equity instruments Share from associates accounted for using the equity method Cumulative unrealized loss of equity instruments transferred to retained earnings due to disposal Balance at December 31 |
**For the Year Ended ** | **For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|---|
| 2019 $ (218,440) - (870,666) 830 $ (1,088,276) **For the Year Ended ** |
2018 $ 58,283 5,660 (269,503) (12,880) $ (218,440) December 31 |
|||
| 2019 $ 752,079 1,854,680 (6,930) 8,404 $ 2,608,233 |
2018 $ 1,975,800 (1,221,548) (2,173) - $ 752,079 |
-
2) Unrealized gain (loss) on financial assets at FVTOCI
-
f. Treasury shares
| Number of shares at January 1, 2018 Decrease during the year Number of shares at December 31, 2018 Number of shares at January 1, 2019 Decrease during the year Shares cancelled during the year Number of shares at December 31, 2019 |
Purpose of Buy-back |
|---|---|
| Shares Transferred to Employees (In Thousands of Shares) 33,200 (13,200) 20,000 20,000 (19,911) (89) - |
Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote.
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25. REVENUE
| Revenue from the sales Revenue from logistics and warehousing |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 62,485,677 229,265 $ 62,714,942 |
2018 $ 61,145,232 113,266 $ 61,258,498 |
26. NET PROFIT
Information about net profit is as follows:
- a. Other income
| Interest income Operating lease rental income Commissions Income Dividends Government grants income (Note 30) Others Other gains and losses Fair value changes of financial assets and financial liabilities Financial instruments held for trading Financial assets mandatorily classified as at FVTPL Net foreign exchange losses Loss on disposal of property, plant and equipment Bank charges (including bonds) Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ 49,448 86,697 625 319,395 206,319 150,284 $ 812,768 For the Year Ended |
2018 $ 95,523 43,963 1,565 318,144 105,319 126,577 $ 691,091 December 31 |
||
| 2019 $ - 216 (73,986) (10,411) (57,357) (90,243) $ (231,781) |
2018 $ 18,974 144 (255,228) (8,859) (34,445) (102,040) $ (381,454) |
b. Other gains and losses
c. Finance costs
| Interest on bank loans (including bonds) Interest on lease liabilities |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ 403,026 1,761 $ 404,787 |
2018 $ 438,431 - $ 438,431 |
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d. Depreciation and amortization
| Property, plant and equipment Right-of-use assets Computer software Long-term prepayments for leases Long-term prepaid expenses An analysis of depreciation by function Operating costs Operating expenses Other losses An analysis of amortization by function Operating costs Operating expenses Other losses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 1,526,711 54,126 4,227 - 181,657 $ 1,766,721 $ 1,295,439 268,234 17,164 $ 1,580,837 $ 181,657 4,227 - $ 185,884 |
2018 $ 1,456,325 - 3,746 36,920 265,985 $ 1,762,976 $ 1,231,256 208,926 16,143 $ 1,456,325 $ 271,594 34,765 292 $ 306,651 |
e. Employee benefits expense
| Short-term benefits Post-employment benefits (Note 23) Defined contribution plans Defined benefit plans Total post-employment benefits Share-based payments Equity-settled Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ 971,878 87,038 6,175 93,213 55,972 95,406 $ 1,216,469 $ 806,208 410,261 $ 1,216,469 |
2018 $ 965,008 88,302 7,984 96,286 149,860 96,812 $ 1,307,966 $ 857,186 450,780 $ 1,307,966 |
-
50 -
-
f. Employees’ compensation and remuneration of directors
According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation and remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of net profit deduct accumulated deficit. As it was net loss for the year ended December 31, 2019, the Company did not estimate the employees’ compensation and the remuneration of directors for the year. The employees’ compensation and the remuneration of directors for the years ended December 31, 2018 which were approved by the Company’s board of directors on March 22, 2019, is as follows:
Accrual rate
| Employees’ compensation Remuneration of directors Amount Employees’ compensation Remuneration of directors |
For the Year Ended December 31, 2018 |
For the Year Ended December 31, 2018 |
|---|---|---|
| 1.39% 0.81% For the Year Ended December 31, 2018 |
||
| Cash $ 11,000 $ 6,400 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2018 and 2017.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- g. Gains or losses on foreign currency exchange
| Foreign exchange gains Foreign exchange losses |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2019 $ 292,954 (366,940) $ (73,986) |
2018 $ 539,704 (794,932) $ (255,228) |
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27. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of income tax (benefit) expense are as follows:
| Current tax In respect of the current year Adjustments for prior year Deferred tax In respect of the current year Adjustments to deferred tax attributable to changes in tax rates and laws Income tax (benefit) expense recognized in profit or loss |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2019 $ 336,541 (16,011) 320,530 (358,787) - (358,787) $ (38,257) |
2018 $ 280,132 8,708 288,840 (105,163) 11,592 (93,571) $ 195,269 |
A reconciliation of accounting profit and income tax expense is as follows:
| Profit (Loss) before tax from continuing operations Income tax expense (benefit) calculated at the statutory rate (25%) Permanent differences Tax-exempt income Income tax on unappropriated earnings Effect of different tax rates of group entities operating in other jurisdictions Adjustments for prior years’ tax Income tax expense (benefit) recognized in profit or loss |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2019 $ (178,633) $ (44,658) 96,044 (63,879) 15,542 (25,295) (16,011) $ (38,257) |
2018 $ 948,879 $ 237,220 52,348 (79,536) - (23,471) 8,708 $ 195,269 |
The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. The Group has already deducted the amount of capital expenditure from the unappropriated earnings in 2018 that was reinvested when calculating the tax on unappropriated earnings for the year ended December 2019.
- 52 -
b. Income tax recognized in other comprehensive income
| Deferred income tax expense (benefit) Effect of change in tax rate Translation of foreign operations Remeasurement of defined benefit plans In respect of the current year Translation of foreign operations Remeasurement of defined benefit plans Total income tax recognized in other comprehensive income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ - - - (830) 280 (550) $ (550) |
2018 $ (5,660) (3,130) (8,790) 12,880 380 13,260 $ 4,470 |
c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 16,332 $ 117,265 |
2018 $ 97,305 $ 81,672 |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities are as follows:
For the year ended December 31, 2019
| Deferred tax assets Temporary differences Allowance for write - down of inventories Exchange differences on translating the financial statements of foreign operations Defined benefit obligations Allowance for impairment loss Others Loss carryforwards |
Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences $ 58,846 $ (22,866) $ - $ (1,332) 24,850 - 830 - 38,080 410 (280) - 9,527 (1,754) - (306) 52,968 (37,727) - (399) 184,271 (61,937) 550 (2,037) 237,558 417,866 - (26,647) $ 421,829 $ 355,929 $ 550 $ (28,684) |
Closing Balance $ 34,648 25,680 38,210 7,467 14,842 120,847 628,777 $ 749,624 (Continued) |
|---|---|---|
- 53 -
| Deferred tax liabilities Temporary differences Investment income abroad Land revaluation incremental tax Others For the year ended December |
Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences $ 109,590 $ 7,650 $ - $ - 99,828 - - - 11,058 (10,508) - 53 $ 220,476 $ (2,858) $ - $ 53 31, 2018 Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences $ 24,387 $ 35,520 $ - $ (1,061) 32,070 - (7,220) - 31,820 3,510 2,750 - 10,232 (543) - (162) 39,661 14,212 - (905) 138,170 52,699 (4,470) (2,128) 163,352 78,506 - (4,300) $ 301,522 $ 131,205 $ (4,470) $ (6,428) $ 82,810 $ 26,780 $ - $ - 99,828 - - - - 10,854 - 204 $ 182,638 $ 37,634 $ - $ 204 |
Closing Balance $ 117,240 99,828 603 $ 217,671 (Concluded) Closing Balance $ 58,846 24,850 38,080 9,527 52,968 184,271 237,558 $ 421,829 $ 109,590 99,828 11,058 $ 220,476 |
|---|---|---|
Deferred tax assets Temporary differences Allowance for write - down of inventories Exchange differences on translating the financial statements of foreign operations Defined benefit obligations Allowance for impairment loss Others Loss carryforwards Deferred tax liabilities Temporary differences Investment income abroad Land revaluation incremental tax Others |
-
54 -
-
e. Deferred tax assets which have not been recognized
| Loss carryforwards Expiry in 2021 |
December | 31 | |
|---|---|---|---|
| 2019 $ 158 |
2018 $ 158 |
- f. Information about unused loss carryforwards
Loss carryforwards as of December 2019 comprised
| Unused Amount | Unused Amount | Expiry Year |
|---|---|---|
| $ | 123,047 | 2020 |
| 74,556 | 2021 | |
| 30,484 | 2022 | |
| 657,893 | 2023 | |
| 1,629,128 | 2024 | |
| $ | 2,515,108 |
- g. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2019 and 2018, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $1,710,000 thousand and $1,780,000 thousand, respectively.
- h. Domestic income tax assessments
| Assessment Year | |
|---|---|
| The Company | 2016 |
| TUI | 2017 |
| WCI | 2017 |
| UVC | 2017 |
28. (LOSSES) EARNINGS PER SHARE
Unit: NT$ Per Share
| Basic (loss) earnings per share Diluted (loss) earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2019 $ (0.11) $ (0.11) |
2018 $ 0.58 $ 0.58 |
- 55 -
The weighted average number of shares outstanding used for the (loss) earnings per share computation was adjusted retroactively for the issuance of bonus shares on September 1, 2019. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2018 are as follows:
Unit: NT$ Per Share
| Before | After | |
|---|---|---|
| Retrospective | Retrospective | |
| Adjustment | Adjustment | |
| Basic earnings per share | $ 0.59 | $ 0.58 |
| Diluted earnings per share | $ 0.59 | $ 0.58 |
The (loss) earnings and weighted average number of ordinary shares outstanding used in the computation of (loss) earnings per share are as follows:
Net (Loss) Profit for the Year
| (Loss) earnings used in the computation of basic and diluted (loss) earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 $ (140,376) |
2018 $ 753,610 |
The weighted average number of ordinary shares outstanding (in thousand shares) is as follows:
| Weighted average number of ordinary shares used in the computation of basic (loss) earnings per share Effect of potentially dilutive ordinary shares Employees’ compensation Weighted average number of ordinary shares used in the computation of diluted (loss) earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2019 1,326,542 - 1,326,542 |
2018 1,308,425 1,421 1,309,846 |
If the Company offered to settle the compensation or bonuses paid to employees in cash or shares, the Company assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved by the Company’s board of directors in the following year.
29. SHARE-BASED PAYMENT ARRANGEMENTS
a. Employee share option plan of the Group - employee share option
Qualified employees of the Company and its subsidiaries were granted 40,000 options in August 15, 2019. Each option entitles the holder with the right to subscribe for one thousand ordinary shares of the Company. The options granted are valid for 6 years and exercisable at 50%, 75% or 100%, respectively, after the second, third or fourth anniversary year from the grant date.
- 56 -
Information on employee share options is as follows:
| Balance at January 1 Options granted Balance at December 31 Options exercisable, end of the year |
For the Year Ended December 31, 2019 |
|---|---|
| Number of Options (In Thousands of Units) Weighted- average Exercise Price ($) - 40,000 $ 9.6 40,000 9.6 - |
Options granted in August 2019 were priced using the Black-Scholes pricing model, and the inputs to the model are as follows:
| August 2019 | |
|---|---|
| Grant-date share price | $9.90 |
| Exercise price | $9.90 |
| Expected volatility | 26.01%; 25,67%; 25.03% |
| Expected life (in years) | 4; 4.5; 5 years |
| Expected dividend yield | - |
| Risk-free interest rate | 0.52%; 0.53%; 0.54% |
The fair value of employee share options, with grant date August 15, 2019, are priced based on their rested time that starts from the second, third and fourth anniversary year. Compensation costs recognized were $12,972 thousand for the year ended December 31, 2019.
- b. Employee share option plan of the Group - transferred treasury stock
Employees of the Company were transferred 10,000 thousand shares in 2019 according to the treasury stock transfer regulation of the Company by $8.1, respectively. The total compensation cost recognized was $43,000 thousand.
Employees of the Company were transferred 3,200 thousand shares, 10,000 thousand shares and 10,000 thousand shares in 2018 according to the treasury stock transfer regulation of the Company by $11.1, $9.6 and $8.0, respectively. The total compensation cost recognized was $149,860 thousand.
30. GOVERNMENT GRANTS
-
a. In 2019 and 2018, the Group received government grants of $193,205 thousand and $91,977 thousand in mainland China, respectively. The grants were immediate financial supports based on investment agreements.
-
b. In 2017, the Group received an air pollution prevention grant of RMB2,972 thousand from mainland China government. The government grant was initially recognized as long-term deferred income, then transferred to other income based on the depreciation of the relevant assets.
In 2019 and 2018, the long-term deferred income of $1,281 thousand and $1,304 thousand was transferred to other income, respectively.
- 57 -
As of December 31, 2019 and 2018, the balances of the deferred income were $8,757 thousand and $10,398 thousand, respectively.
- c. In 2017, 2016 and 2014, the Group received government grants of RMB20,000 thousand, RMB3,250 thousand and RMB26,400 thousand in mainland China, respectively. The grants were special subsidy of Panjin City, Liaoning Province of mainland China, and development of strategic emerging industries of Sichuan Province. The government grants were initially recognized as long-term deferred income. After the construction of related assets is completed, the government grants transferred to other income based on the depreciation of the assets.
In 2019 and 2018, the long-term deferred income of $11,833 thousand and $12,038 thousand was transferred to other income, respectively.
As of December 31, 2019 and 2018, the balances of the deferred income were $185,951 thousand and $205,462 thousand, respectively.
31. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. It was estimated that the Group’s overall strategy remains unchanged in the short term.
The capital structure of the Group consists of net liability (total liability offset by cash and cash equivalents and financial assets at amortized cost) and net asset (total asset offset by cash and cash equivalents and financial assets at amortized cost).
Key management personnel of the Group review the capital structure on a quarterly basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends policy and the amount of new debt issued or existing debt redeemed.
The Group has a target net liability ratio of 50% determined as the proportion of net debt to asset.
Net Liability Ratio
The net liability ratio at end of the reporting period was as follows:
| Liability Cash and cash equivalents (note) Net liability Asset Cash and cash equivalents (note) Net asset Net liability to net asset ratio |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 24,585,281 (5,372,250) $ 19,213,031 $ 45,156,997 (5,372,250) $ 39,784,747 48% |
2018 $ 25,995,786 (4,939,625) $ 21,056,161 $ 45,769,849 (4,939,625) $ 40,830,224 52% |
Note: Cash and cash equivalents including financial assets at amortized cost.
- 58 -
32. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
The management considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2019 Financial assets at FVTPL Mutual funds Financial assets at FVTOCI Investments in equity instruments Domestic listed shares and emerging market shares Foreign listed share Domestic unlisted shares Foreign unlisted shares December 31, 2018 Financial assets at FVTPL Mutual funds Financial assets at FVTOCI Investments in equity instruments Domestic listed shares and emerging market shares Domestic unlisted shares Foreign unlisted shares |
Level 1 $ 29,497 $ 7,320,263 117,674 - - $ 7,437,937 Level 1 $ 47,431 $ 5,611,779 - - $ 5,611,779 |
Level 2 $ - $ - - - - $ - Level 2 $ - $ - - - $ - |
Level 3 $ - $ - - 520,017 15 $ 520,032 Level 3 $ - $ - 456,528 28,082 $ 484,610 |
Total $ 29,497 |
|---|---|---|---|---|
| $ 7,320,263 117,674 520,017 15 |
||||
| $ 7,957,969 | ||||
Total $ 47,431 |
||||
| $ 5,611,779 456,528 28,082 |
||||
| $ 6,096,389 |
There are no transition between Levels 1 and 2 in the current and prior year.
-
59 -
-
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2019
| Financial Assets Balance at January 1, 2019 Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) Transfers out of Level 3 Transfers into Level 3 Proceed from return of investment Disposal Net exchange differences Balance at December 31, 2019 For the year ended December 31, 2018 Financial Assets Balance at January 1, 2018 Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) Purchases Proceed from return of investment Net exchange differences Balance at December 31, 2018 |
Financial Assets at FVTOCI |
|---|---|
| Equity Instruments $ 484,610 104,547 (80,922) 31,901 (19,471) (650) 17 $ 520,032 Financial Assets at FVTOCI |
|
| Equity Instruments $ 561,755 (86,916) 49,987 (40,790) 574 $ 484,610 |
- 3) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities - ROC were determined using the asset approach. The approach is mainly utilized to evaluate venture capital company. In this approach, it takes the net asset value measured at the fair value into account. The others adopt market approach, which mainly evaluate the fair value of market transaction price and market conditions of similar targets that are subject to investment.
-
60 -
-
c. Categories of financial instruments
| Financial assets Financial assets mandatorily classified as at FVTPL Financial assets at amortized cost (1) Equity instruments at FVTOCI Financial liabilities Financial liabilities at amortized cost (2) |
December 31 |
|---|---|
| 2019 2018 $ 29,497 $ 47,431 9,334,480 9,191,307 7,957,969 6,096,389 22,877,945 24,372,863 |
-
1) The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables, other receivables and refundable deposits.
-
2) The balances included financial liabilities at amortized cost, which comprise short-term loans, short-term bills payable, notes payable, trade payable, other payables, bonds issued, long-term borrowings and guarantee deposits received.
-
d. Financial risk management objectives and policies
The Group’s major financial instruments include equity investments, receivables, payables, and borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
There has been no change to the Group exposure to market risks or the manner in which these risks are managed and measured.
- a) Foreign currency risk
The Company and several subsidiaries of the Company have foreign currency denominated sales and purchases, which exposed the Group to foreign currency risk. Approximately 15% of the Group’s sales is denominated in currencies other than the functional currency, whilst almost 30% of costs is denominated in currencies other than the functional currency of the entity in the Group of the group entity.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the year are set out in Note 37.
Sensitivity analysis
The Group is mainly exposed to the USD.
- 61 -
The following table details the Group sensitivity to a 3% increase and decrease in New Taiwan dollars and RMB (the functional currency) against USD. 3% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items, and adjusted their translation at the end of the year for a 3% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit associated with the New Taiwan dollar and RMB strengthening 3% against USD. For a 3% weakening of the New Taiwan dollar and RMB against USD, there would be an equal and opposite impact on pre-tax profit.
| Profit or loss | USD Impact |
|---|---|
| For the Year Ended December 31 | |
| 2019 2018 $ 16,424 $ 67,059 |
This was mainly attributable to the exposure outstanding on receivables, payables and borrowings in USD.
The Group’s sensitivity to foreign currency decreased during the current year mainly due to the reduction in USD borrowings which resulted in lower amount of net foreign currency liabilities.
- b) Interest rate risk
The Group is exposed to interest rate risk because the Group borrows funds at both fixed and floating interest rates. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetites ensuring the most cost-effective hedging strategies are applied.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial liabilities |
December 31 |
|---|---|
| 2019 2018 $ 103,702 $ 409,320 17,911,515 15,860,109 333,260 4,126,581 |
The Group is exposed to fair value interest rate risk in relation to fixed-rate bank borrowings and bonds payable. The Group aims to keep borrowings at floating rates to minimize fair value interest rate risk.
The Group is also exposed to cash flow interest rate risk in relation to variable-rate bank borrowings. It is the Group’s policy to keep its borrowings at floating interest rates so as to minimize the fair value interest rate risk.
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the year. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
- 62 -
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group pre-tax profit for the years ended December 31, 2019 and 2018 would decrease/increase by $1,666 thousand and $20,633 thousand, respectively.
The Group’s sensitivity to interest rates decreased during the current year mainly due to decrease in the amount of variable-rate bank borrowings.
c) Other price risk
The Group was exposed to equity price risk through its investments in equity securities. Equity investments are held for strategic rather than for trading purposes, the Group does not actively trade these investments. The Group’s equity price risk is mainly concentrated on strategic investments of domestic equity instruments.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the year.
If equity prices had been 5% higher/lower, post-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $397,898 thousand and $304,819 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.
The Group’s sensitivity to equity prices increased because the Group held more equity securities in the current period.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the end of the year, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation, could be the carrying amount of the respective recognized financial assets as stated in the balance sheets.
The Company adopts a policy of only dealing with creditworthy counterparties. Before accepting any new clients, the relevant departments perform credit evaluation and internal credit scoring, sales and administration departments assess the potential customers’ credit quality and define credit limit for customers. Limits and scoring attributed to customers are reviewed twice a year.
Besides, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are recognized on irrecoverable amounts.
The Group transacts with a large number of customers. Apart from the two largest customers, the Group did not have significant credit risk exposure from any single counterparty or any group of counterparties having similar characteristics. Concentration of credit risk to any other counterparty did not exceed 5% of gross monetary assets at any time during the years ended December 31, 2019 and 2018.
The Group’s concentration of credit risk by geographical locations was mainly in mainland China, which accounted for 66% and 73% of total trade receivables as of December 31, 2019 and 2018, respectively.
- 63 -
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018, the Group had available unutilized bank loan facilities set out in (b) below.
a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time and regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
| December 31, 2019 Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities |
0-3 Months $ 3,640,160 3,899 - 1,863,822 $ 5,507,881 |
3 Months to 1 Year $ 721,601 10,757 101,807 3,009,702 $ 3,843,867 |
1-5 Years $ - 39,236 231,453 13,037,992 $ 13,308,681 |
Over 5 years $ - 9,780 - - |
|---|---|---|---|---|
| - $ 9,780 |
Additional information about the maturity analysis for lease liabilities
| Less than 1 Year Lease liabilities $ 15,994 December 31, 2018 Non-derivative financial liabilities Non-interest bearing liabilities Variable interest rate liabilities Fixed interest rate liabilities |
1-5 Years $ 42,207 0-3 Months $ 3,696,495 356,577 1,656,808 $ 5,709,880 |
5-10 Years $ 8,508 3 Months to 1 Year $ 289,997 637,099 2,515,355 $ 3,442,451 |
10-15 Years $ 1,919 1-5 Years $ - 3,132,905 11,687,946 |
10-15 Years $ 1,919 1-5 Years $ - 3,132,905 11,687,946 |
|---|---|---|---|---|
| $ | 14,820,851 |
- 64 -
b) Financing facilities
| Unsecured bank loan facilities Amount used Amount unused Secured bank loan facilities Amount used Amount unused |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 12,262,497 26,280,914 $ 38,543,411 $ - - $ - |
2018 $ 13,506,701 25,838,445 $ 39,345,146 $ 502,131 - $ 502,131 |
33. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed as follows.
a. Related party name and category
Related Party Name Related Party Category Lien Hwa Industrial Holdings Corp. (LHIHC, renamed With the same chairman from Lien Hwa Industrial Corporation (LHIC) since September 26, 2019) Lien Hwa Property Development Corp. (LHPDC) Subsidiary of LHIHC (Separated from LHIC on September 1, 2019) Linde Lienhwa Industrial GASES Co., Ltd. (LLIG) Investment accounting for using equity method held by LHIHC Lien Hwa Industrial GASES (Soochow) Co., Ltd. Associates of LLIG (LLIG Soochow) Asia Union Electronic Chemical Corp. (AUECC) Investment accounting for using equity method held by LLIG Harbinger Venture Management Co., Ltd. (HVMC) With the same chairman Lienhwa United LPG Co., Ltd. (LPG) The Company is its director
- b. Purchases of goods
| Related Party Category Associates of investors with significant influence over the Group Lease arrangements - Group is lessee Line Item Related Party Category/Name Lease liabilities LHPDC |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2019 2018 $ 85,417 $ 51,042 For the Year Ended December 31, 2019 $ 37,401 |
c. Lease arrangements - Group is lessee
- 65 -
| For the Year | For the Year | |||
|---|---|---|---|---|
| Ended | ||||
| December 31, | ||||
| Related Party Category/Name | 2019 | |||
| Interest expense | ||||
| LHPDC | $ | 776 |
||
| Operating lease rental payments | ||||
| December 31, | ||||
| Line Item | Related Party Category/Name | 2018 | ||
| Operating expenses | Investors with significant influence | |||
| LHIC | $ | 9,658 |
-
d. Operating lease rental payments
-
e. Lease arrangements - Group is lessor
The lease payments to be received in the future are summarized as follows:
| Related Party Category/Name Associates of investors with significant influence over the Group AUECC LPG Rental income are summarized as follows: Related Party Category/Name Associates of investors with significant influence over the Group AUECC LPG Service revenue Line Item Related Party Category/Name Other income Associates of investors with significant influence over the Group Investors with significant influence over the Group LHIHC Subsidiaries of investors with significant influence over the Group LHPDC |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2019 $ 99,184 5,458 $ 104,642 For the Year Ended |
2018 $ 102,091 5,458 $ 107,549 December 31 |
||
| 2019 $ 17,606 5,848 $ 23,454 December |
2018 $ 15,910 5,954 $ 21,864 31 |
||
| 2019 $ 49 320 160 $ 529 |
2018 $ 53 480 - $ 533 |
f. Service revenue
- 66 -
Transactions with related parties were made at prices and terms comparable to those that would be obtained in similar transactions with non-related parties.
g. Other receivables from related parties (excluding loans to related parties)
| Line Item Related Party Category/Name Other receivables - related parties Associates of investors with significant influence over the Group LPG LLIG Investors with significant influence over the Group LHIHC Subsidiaries of investors with significant influence over the Group LHPDC h. Refundable deposits Line Item Related Party Category/Name Other non-current assets Investors with significant influence over the Group LHIC Subsidiaries of investors with significant influence over the Group LHPDC i. Payables to related parties Line Item Related Party Category/Name Trade payables Associates of investors with significant influence over the Group j. Guarantee deposits received Line Item Related Party Category/Name Guarantee deposits received Associate of investors with significant influence over the Group AUECC |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 756 487 - 54 $ 1,297 For the Year Ended |
2018 $ 1,609 492 42 - $ 2,143 December 31 |
||
| 2019 $ - 1,692 $ 1,692 For the Year Ended |
2018 $ 1,692 - $ 1,692 December 31 |
||
| 2019 2018 $ 5,724 $ 5,186 December 31 |
|||
| 2019 $ 3,315 |
2018 $ 3,315 |
-
67 -
-
k. Compensation of key management personnel
The remuneration of directors and key executives was as follows:
| Short-term employee benefits Post-employment benefits Share-based payments |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 28,532 498 6,463 $ 35,493 |
2018 $ 29,922 368 13,027 $ 43,317 |
The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.
34. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, the tariffs of imported raw materials guarantees:
| Property, plant and equipment Shares (recorded as financial assets at FVTOCI) Right-of-use assets |
December 31 | December 31 | |
|---|---|---|---|
| 2019 $ 171,564 114,000 826 $ 286,390 |
2018 $ 203,058 99,600 860 $ 303,518 |
35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2019 and 2018 were as follows:
-
a. As of December 31, 2019 and 2018, unused letters of credit for purchases of raw materials, machinery and equipment amounted to approximately $648,175 thousand and $849,186 thousand, respectively.
-
b. Unrecognized commitments were as follows:
| Acquisition of raw materials and supplies Acquisition of property, plant and equipment |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2019 $ 2,243,249 $ 1,087,270 |
2018 $ 2,264,915 $ 1,332,748 |
-
c. As of December 31, 2019, the Group provided financial guarantee for subsidiaries investees to purchase raw materials or to obtain bank loan facilities. The amount of financial guarantee was as follows:
-
1) Taizhou Union Plastics - US$22,000 thousand.
-
2) UPC Chemicals (Malaysia) - US$101,000 thousand.
-
3) Union Hong Kong - US$15,000 thousand.
-
68 -
-
4) Nanchong Unicizers - RMB383,000 thousand.
-
5) Panjin Union Materials - RMB215,000 thousand.
-
6) Panjin Union Chemical - US$10,000 thousand and RMB525,000 thousand.
36. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
In January 2020, the outbreak of 2019 novel coronavirus (“COVID-19”) led to the drop in oil prices and adverse impacts on operations of customers from subsidiaries located in China. As of the date the financial report was authorized for issue, the Group could not reasonably estimate the impacts from COVID-19 on customers’ payment ability and on the operation as well as the extent of impact on the entire industry since the status of control measures to COVID-19 is unable to assess.
37. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between foreign currencies and respective functional currencies were as follows:
December 31, 2019
| Foreign Currencies (In Thousands) Exchange Rate Financial assets Monetary items USD $ 8,338 29.980 (USD:NTD) USD 11,438 6.976 (USD:RMB) USD 40,930 7.789 (USD:HKD) MYR 6,577 4.092 (USD:MYR) Non-monetary items Investments accounted for using equity method USD 671 29.980 (USD:NTD) Financial liabilities Monetary items USD 11,339 29.980 (USD:NTD) USD 67,628 6.976 (USD:RMB) MYR 15,032 4.092 (USD:MYR) |
Carrying Amount $ 249,973 342,911 1,227,081 48,180 $ 1,868,145 $ 20,117 $ 339,943 2,027,487 110,118 $ 2,477,548 |
|---|---|
- 69 -
December 31, 2018
| Foreign Currencies (In Thousands) Exchange Rate Financial assets Monetary items USD $ 5,696 30.715 (USD:NTD) USD 27,758 6.863 (USD:RMB) USD 3,175 7.834 (USD:HKD) MYR 11,242 4.139 (USD:MYR) Non-monetary items Investments accounted for using equity method USD 923 30.715 (USD:NTD) Financial liabilities Monetary items USD 13,005 30.715 (USD:NTD) USD 96,399 6.863 (USD:RMB) MYR 40,073 4.139 (USD:MYR) |
Carrying Amount $ 174,953 852,587 97,520 83,425 $ 1,208,485 $ 28,350 $ 399,449 2,960,895 297,377 $ 3,657,721 |
|---|---|
For the years ended December 31, 2019 and 2018, net foreign exchange losses were $73,986 thousand and $255,228 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.
38. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries and associates) (Table 3)
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
70 -
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)
-
9) Trading in derivative instruments (None)
-
10) Intercompany relationships and significant intercompany transactions (Table 7)
-
11) Information on investees (Table 8)
-
b. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 9)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year (Table 10)
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year (Table 10)
-
c) The amount of property transactions and the amount of the resultant gains or losses (None)
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes (Note 35 and Table 2)
-
e) The highest balance, the ending balance, the interest rate range, and total current year interest with respect to financing of funds (None)
-
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services (None)
-
39. SEGMENT INFORMATION
- a. General information
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the regions where the Group operates; thus, the reportable segments are as follows:
-
Eastern China - Zhenjiang Union Chemical, Taizhou Union Chemical, Taizhou Union Plastics, Taizhou Union Logistics, Jiangsu Union Logistics, ZhenJiang Union Torch Estate.
-
Southern China - Zhongshan Unicizers, Zhuhai Unicizers and Guangdong Union Logistics.
-
Northern China - Panjin Union Chemical, Panjin Union Logistics and Panjin Union Materials.
-
71 -
-
Central China - Nanchong Unicizers and Sichung Logistics.
-
Taiwan - The Company, Wei Chen Investment Co., Union Venture Capital Corp. and Taiwan Union International Investment Corporation.
-
Other regions - Union Hong Kong Petrochemicals, Glory Ace, UPC Chemicals (Malaysia) Sdn. Bhd. UPCM Trading (Thailand), UPCM Trading (Vietnam) and other overseas Investment Companies.
b. Information of reportable segments
| Revenue from external customers Inter-segment revenue Segment revenue Interest revenue Finance costs Significant gains or losses Depreciation expenses Amortization expenses Segment income (loss) Asset of segment Liability of segment Revenue from external customers Inter-segment revenue Segment revenue Interest revenue Finance costs Significant gains or losses Depreciation expenses Amortization expenses Segment income (loss) Asset of segment Liability of segment |
Fo | rthe year ended D | ecember 31, 2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Eastern China S $ 33,950,195 1,370,364 $ 35,320,559 $ 144,321 90,253 685,670 57,544 694,280 |
outhern China $ 13,317,559 629,427 $ 13,946,986 $ 7,368 76,495 262,216 50,719 (162,727 ) |
Northern China $ 5,355,334 1,747,775 $ 7,103,109 $ 3,929 144,796 242,378 21,588 (523,834 ) |
Central China Taiwan $ 2,784,220 $ 4,418,004 169,202 193,577 $ 2,953,422 $ 4,611,581 $ 4,732 $ 385 66,964 137,387 182,615 75,950 19,853 16,733 (247,833 ) 196,612 December 31, 2019 |
Other Regions Adjustment and Elimination $ 2,889,630 $ - 5,413,537 (9,523,882) $ 8,303,167 $ (9,523,882) $ 25,916 $ (137,203 ) 26,095 (137,203 ) 132,008 - 19,447 - (96,874 ) - |
Total $ 62,714,942 - $ 62,714,942 $ 49,448 404,787 1,580,837 185,884 (140,376 ) |
|||
| Eastern China S $ 17,465,241 6,162,353 |
outhern China $ 5,500,014 2,664,041 |
Northern China $ 8,726,331 5,078,162 Fo |
Central China $ 2,994,530 1,609,847 r theyear ended D |
Taiwan $ 35,905,173 13,902,037 ecember 31, 2018 |
Other Regions Adjustment and Elimination $ 5,023,539 $ (30,457,831 ) 1,664,759 (6,495,918 ) |
Total $ 45,156,997 24,585,281 |
||
| Eastern China S $ 32,677,924 1,435,219 $ 34,113,143 $ 122,234 87,196 640,984 51,046 786,896 |
outhern China $ 14,575,202 441,653 $ 15,016,855 $ 9,716 72,601 287,554 59,510 213,458 |
Northern China $ 4,064,854 1,174,519 $ 5,239,373 $ 4,296 115,460 212,615 57,116 (382,387 ) |
Central China Taiwan $ 2,879,326 $ 4,508,274 561,566 80,901 $ 3,440,892 $ 4,589,175 $ 4,499 $ 787 66,558 127,621 171,965 48,100 22,952 10,377 (221,894 ) 280,810 December 31, 2018 |
Other Regions Adjustment and Elimination $ 2,552,918 $ - 8,194,205 (11,888,063) $ 10,747,123 $ (11,888,063) $ 41,744 $ (87,753 ) 56,748 (87,753 ) 95,107 - 105,650 - 76,727 - |
Total $ 61,258,498 - $ 61,258,498 $ 95,523 438,431 1,456,325 306,651 753,610 |
|||
| Eastern China S $ 15,846,074 4,768,779 |
outhern China $ 6,510,037 3,394,251 |
Northern China $ 9,025,533 4,703,391 |
Central China Taiwan $ 3,503,508 $ 35,880,469 1,814,080 14,724,502 |
Other Regions Adjustment and Elimination $ 5,927,858 $ (30,923,630 ) 2,331,704 (5,740,921 ) |
Total $ 45,769,849 25,995,786 |
c. Revenue from major products and services
The Group mainly manufactures products and sales petroleum products, contributing 90% to the Group’s or more revenue.
- 72 -
d. Geographical information
The Group mainly operates in mainland China, revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.
Revenue from External
| Revenue from External | Revenue from External | ||||
|---|---|---|---|---|---|
| China Taiwan Others |
Customers For the Year Ended December 31 2019 2018 $ 55,407,308 $ 54,197,306 4,418,004 4,508,274 2,889,630 2,552,918 $ 62,714,942 $ 61,258,498 |
Non-current Assets | |||
| **December 31 ** | |||||
| 2019 $ 55,407,308 4,418,004 2,889,630 $ 62,714,942 |
2019 $ 15,231,716 2,004,785 1,280,893 $ 18,517,394 |
2018 $ 15,848,463 1,876,968 1,487,491 $ 19,212,922 |
Non-current assets include property, plant and equipment, computer software, long-term prepayments for leases and other non-current assets.
- e. Information about major customers
No revenue from any individual customer exceeds 10% of the Group’s total revenues for the years ended December 31, 2019 and 2018.
- 73 -
TABLE 1
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Financing Company |
Counter-Party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance |
Amount Actual Drawn |
Interest Rate | Nature of Financing (Note 2) |
Transaction Amount |
Reasons for Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Value | |||||||||||||||
| 1 | Zhenjiang Union Chemical |
ZhenJiang Union Torch Estate Panjin Union Logistics Panjin Union Chemical Nanchong Unicizers Panjin Union Materials |
Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes Yes Yes |
$ 700,493 (RMB 163,000 thousand ) 343,800 (RMB 80,000 thousand ) 429,750 (RMB 100,000 thousand ) 257,850 (RMB 60,000 thousand ) 214,875 (RMB 50,000 thousand ) |
$ 683,947 (RMB 159,150 thousand ) 343,800 (RMB 80,000 thousand ) 429,750 (RMB 100,000 thousand ) 257,850 (RMB 60,000 thousand ) 214,875 (RMB 50,000 thousand ) |
$ 567,915 (RMB 132,150 thousand ) 343,800 (RMB 80,000 thousand ) 365,288 (RMB 85,000 thousand ) 257,850 (RMB 60,000 thousand ) - |
4.35%-4.63% 4.35%-4.63% 4.35%-4.63% 4.35% 4.35% |
2 2 2 2 2 |
$ - - - - - |
Operating capital Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment Operating capital |
$ - - - - - |
- - - - - |
$ - - - - - |
$ 1,956,435 (RMB 455,249 thousand ) (Note 3) 1,956,435 (RMB 455,249 thousand ) (Note 3) 1,956,435 (RMB 455,249 thousand ) (Note 3) 1,956,435 (RMB 455,249 thousand ) (Note 3) 1,956,435 (RMB 455,249 thousand ) (Note 3) |
$ 3,912,869 (RMB 910,499 thousand ) (Note 4) 3,912,869 (RMB 910,499 thousand ) (Note 4) 3,912,869 (RMB 910,499 thousand ) (Note 4) 3,912,869 (RMB 910,499 thousand ) (Note 4) 3,912,869 (RMB 910,499 thousand ) (Note 4) |
| 2 | Glory Ace | UPC Chemicals (Malaysia) Panjin Union Chemical Panjin Union Logistics Union Hong Kong |
Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes Yes |
314,790 (US$ 10,500 thousand ) 644,570 (US$ 21,500 thousand ) 89,940 (US$ 3,000 thousand ) 299,800 (US$ 10,000 thousand ) |
- - - 299,800 (US$ 10,000 thousand ) |
- - - 299,800 (US$ 10,000 thousand ) |
1.80%-3.65% 3.34%-3.50% 3.32%-3.50% 0.00% |
2 2 2 2 |
- - - - |
Operating capital Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment Operating capital |
- - - - |
- - - - |
- - - - |
1,023,173 (US$ 34,129 thousand ) (Note 5) 1,023,173 (US$ 34,129 thousand ) (Note 5) 1,023,173 (US$ 34,129 thousand ) (Note 5) 1,023,173 (US$ 34,129 thousand ) (Note 5) |
2,046,345 (US$ 68,257 thousand ) (Note 6) 2,046,345 (US$ 68,257 thousand ) (Note 6) 2,046,345 (US$ 68,257 thousand ) (Note 6) 2,046,345 (US$ 68,257 thousand ) (Note 6) |
| 3 | CHL | UPC Chemicals (Malaysia) |
Receivable from related parties |
Yes | 824,450 (US$ 27,500 thousand ) |
254,830 (US$ 8,500 thousand ) |
254,830 (US$ 8,500 thousand ) |
0.00%-1.85% | 2 | - | Operating capital | - | - | - | 10,419,188 (US$ 347,538 thousand ) (Note 7) |
20,838,375 (US$ 695,076 thousand ) (Note 8) |
| 4 | Guangdong Union Logistics |
Zhuhai Unicizers | Receivable from related parties |
Yes | 85,950 (RMB 20,000 thousand ) |
85,950 (RMB 20,000 thousand ) |
64,463 (RMB 15,000 thousand |
1.52%-4.63% | 2 | - | Operating capital | - | - | - | 156,818 (RMB 36,490 thousand ) (Note 9) |
156,818 (RMB 36,490 thousand ) (Note 10) |
| 5 | Jiangsu Union Logistics |
Panjin Union Chemical | Receivable from related parties |
Yes | 124,628 (RMB 29,000 thousand ) |
124,628 (RMB 29,000 thousand ) |
124,628 (RMB 29,000 thousand ) |
1.60%-4.63% | 2 | - | Operating capital, equipment purchase and construction payment |
- | - | - | 93,525 (RMB 21,763 thousand ) (Note 11) |
187,049 (RMB 43,525 thousand ) (Note 12) |
| (Continued) |
- 74 -
| No. (Note 1) |
Financing Company |
Counter-Party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance |
Amount Actual Drawn |
Interest Rate | Nature of Financing (Note 2) |
Transaction Amount |
Reasons for Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Value | |||||||||||||||
| 6 | Taizhou Union Plastics |
Nanchong Unicizers Panjin Union Logistics Panjin Union Materials Panjin Union Chemical Taizhou Union Logistics Taizhou Union Chemical |
Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes Yes Yes Yes |
$ 515,700 (RMB 120,000 thousand ) 257,850 (RMB 60,000 thousand ) 1,160,325 (RMB 270,000 thousand ) 859,500 (RMB 200,000 thousand ) 171,900 (RMB 40,000 thousand ) 300,825 (RMB 70,000 thousand ) |
$ 257,850 (RMB 60,000 thousand ) 214,875 (RMB 50,000 thousand ) 988,425 (RMB 230,000 thousand ) 687,600 (RMB 160,000 thousand ) 128,925 (RMB 30,000 thousand ) 300,825 (RMB 70,000 thousand ) |
$ 257,850 (RMB 60,000 thousand ) 128,925 (RMB 30,000 thousand ) 988,425 (RMB 230,000 thousand ) 601,650 (RMB 140,000 thousand ) - 214,875 (RMB 50,000 thousand ) |
3.65%-4.63% 3.31%-4.73% 3.31%-4.63% 3.31%-4.73% 4.63% 1.60%-3.52% |
2 2 2 2 2 2 |
$ - - - - - - |
Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment Operating capital Operating capital |
$ - - - - - - |
- - - - - - |
$ - - - - - - |
$ 2,259,258 (RMB 525,715 thousand ) (Note 13) 2,259,258 (RMB 525,715 thousand ) (Note 13) 2,259,258 (RMB 525,715 thousand ) (Note 13) 2,259,258 (RMB 525,715 thousand ) (Note 13) 2,259,258 (RMB 525,715 thousand ) (Note 13) 2,259,258 (RMB 525,715 thousand ) (Note 13) |
$ 4,518,517 (RMB 1,051,429 thousand ) (Note 14) 4,518,517 (RMB 1,051,429 thousand ) (Note 14) 4,518,517 (RMB 1,051,429 thousand ) (Note 14) 4,518,517 (RMB 1,051,429 thousand ) (Note 14) 4,518,517 (RMB 1,051,429 thousand ) (Note 14) 4,518,517 (RMB 1,051,429 thousand ) (Note 14) |
| 7 | Sichung Logistics | Nanchong Unicizers | Receivable from related parties |
Yes | 141,818 (RMB 33,000 thousand ) |
77,355 (RMB 18,000 thousand ) |
77,355 (RMB 18,000 thousand ) |
1.59%-4.72% | 2 | - | Operating capital, equipment purchase and construction payment |
- | - | - | 142,487 (RMB 33,156 thousand ) (Note 15) |
142,487 (RMB 33,156 thousand ) (Note 16) |
| 8 | Union Hong Kong | Panjin Union Logistics | Receivable from related parties |
Yes | 60,165 (RMB 14,000 thousand ) |
60,165 (RMB 14,000 thousand ) |
60,165 (RMB 14,000 thousand ) |
1.80% | 2 | - | Operating capital, equipment purchase and construction payment |
- | - | - | 161,046 (HK$ 41,841 thousand ) (Note 17) |
161,046 (HK$ 41,841 thousand ) (Note 18) |
| 9 | Zhuhai Unicizers | Zhongshang Unicizers | Receivable from related parties |
Yes | 128,925 (RMB 30,000 thousand ) |
- | - | 0.00% | 2 | - | Operating capital, equipment purchase and construction payment |
- | - | - | 1,069,451 (RMB 248,854 thousand ) (Note 19) |
2,138,902 (RMB 497,708 thousand ) (Note 20) |
| 10 | Zhongshang Unicizers |
Zhuhai Unicizers | Receivable from related parties |
Yes | 128,925 (RMB 30,000 thousand ) |
- $ 5,411,450 |
- $ 4,607,819 |
0.00% | 2 | - $ - |
Operating capital, equipment purchase and construction payment |
- | - | - | 2,826,839 (RMB 657,787 thousand ) (Note 21) |
5,653,677 (RMB 1,315,574 thousand ) (Note 22) |
-
Note 1: 1 for Zhenjiang Union Chemical. 2 for Glory Ace. 3 for CHL. 4 for Guangdong Union Logistics. 5 for Jiangsu Union Logistics. 6 for Taizhou Union Plastics. 7 for Sichung Logistics. 8 for Union Hong Kong. 9 for Zhuhai Unicizers. 10 for Zhongshan Unicizers.
-
Note 2: The nature of financing is as follows:
-
a. Business transaction, fill in 1.
-
b. The need for short-term financing, fill in 2.
-
Note 3: Financing limit for each borrowing company shall not exceed 50% of Zhenjiang Union Chemical’s net equity in latest financial statements which were audited or reviewed.
-
Note 4: Financing company’s total financing amount limits shall not exceed 100% of Zhenjiang Union Chemical’s net equity in latest financial statements which were audited or reviewed.
(Continued)
- 75 -
Note 5: Financing limit for each borrowing company shall not exceed 50% of Glory Ace’s net equity in latest financial statements which were audited or reviewed.
Note 6: Financing company’s total financing amount limits shall not exceed 100% of Glory Ace’s net equity in latest financial statements which were audited or reviewed.
Note 7: Financing limit for each borrowing company shall not exceed 50% of Constant’s net equity in latest financial statements which were audited or reviewed.
Note 8: Financing company’s total financing amount limits shall not exceed 100% of Constant’s net equity in latest financial statements which were audited or reviewed.
Note 9: Financing limit for each borrowing company shall not exceed 100% of Guangdong Union Logistics’s net equity in latest financial statements which were audited or reviewed.
Note 10: Financing company’s total financing amount limits shall not exceed 100% of Guangdong Union Logistics’s net equity in latest financial statements which were audited or reviewed.
Note 11: Financing limit for each borrowing company shall not exceed 50% of Jiangsu Union Logistics’s net equity in latest financial statements which were audited or reviewed.
Note 12: Financing company’s total financing amount limits shall not exceed 100% of Jiangsu Union Logistics’s net equity in latest financial statements which were audited or reviewed.
Note 13: Financing limit for each borrowing company shall not exceed 50% of Taizhou Union Plastics’s net equity in latest financial statements which were audited or reviewed. Note 14: Financing company’s total financing amount limits shall not exceed 100% of Taizhou Union Plastics’s net equity in latest financial statements which were audited or reviewed.
Note 15: Financing limit for each borrowing company shall not exceed 100% of Sichung Logistics’s net equity in latest financial statements which were audited or reviewed.
Note 16: Financing company’s total financing amount limits shall not exceed 100% of Sichung Logistics’s net equity in latest financial statements which were audited or reviewed.
Note 17: Financing limit for each borrowing company shall not exceed 100% of Union Hong Kong Petrochemicals’s net equity in latest financial statements which were audited or reviewed.
Note 18: Financing company’s total financing amount limits shall not exceed 100% of Union Hong Kong Petrochemicals’s net equity in latest financial statements which were audited or reviewed.
Note 19: Financing limit for each borrowing company shall not exceed 50% of Zhuhai Unicizers’s net equity in latest financial statements which were audited or reviewed. Note 20: Financing company’s total financing amount limits shall not exceed 100% of Zhuhai Unicizers’s net equity in latest financial statements which were audited or reviewed. Note 21: Financing limit for each borrowing company shall not exceed 50% of Zhongshan Unicizers’s net equity in latest financial statements which were audited or reviewed. Note 22: Financing company’s total financing amount limits shall not exceed 100% of Zhongshan Unicizers’s net equity in latest financial statements which were audited or reviewed.
(Concluded)
- 76 -
TABLE 2
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Guaranteed Party | Guaranteed Party | Limits on Endorsement/ Guarantee Amount Provided to Each Guaranteed Party |
Maximum Balance for the Period |
Ending Balance | Amount Actually Drawn |
Amount Endorsed/ Guaranteed by Collateralized by Properties |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements |
Maximum Endorsement/ Guarantee Amount Allowable |
Guarantee Provided by Parent Company |
Guarantee Provided by A Subsidiary |
Guarantee Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship (Note 2) |
||||||||||||
| 0 | The Company | Taizhou Union Plastics Nanchong Unicizers UPC Chemicals (Malaysia) Panjin Union Materials Panjin Union Logistics Panjin Union Chemical Union Hong Kong |
c c c c c c c |
$ 10,242,329 (Note 3) |
$ 659,560 (US$ 22,000 thousand) 2,429,823 (US$ 25,000 thousand and RMB 391,000 thousand) 3,027,980 (US$ 101,000 thousand) 1,673,463 (US$ 25,000 thousand and RMB 215,000 thousand) 209,860 (US$ 7,000 thousand) 3,625,750 (US$ 55,000 thousand and RMB 460,000 thousand) 449,700 (US$ 15,000 thousand) |
$ 659,560 (US$ 22,000 thousand) 1,645,943 (RMB 383,000 thousand) 3,027,980 (US$ 101,000 thousand) 923,963 (RMB 215,000 thousand) - 2,555,988 (US$ 10,000 thousand and RMB 525,000 thousand) 449,700 (US$ 15,000 thousand) |
$ 548,213 (US$ 18,286 thousand) 791,827 (RMB 184,253 thousand) 255,489 (MYR 90 thousand and US$ 8,500 thousand) 303,833 (RMB 70,700 thousand) - 1,147,900 (RMB 267,109 thousand) 48,195 (US$ 1,608 thousand) |
$ - - - - - - - |
3.22% 8.04% 14.78% 4.51% - 12.48% 2.20% |
$ 30,726,986 (Note 3) |
Y Y Y Y Y Y Y |
N N N N N N N |
Y Y N Y Y Y N |
(Continued)
- 77 -
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Guaranteed Party | Guaranteed Party | Limits on Endorsement/ Guarantee Amount Provided to Each Guaranteed Party |
Maximum Balance for the Period |
Ending Balance | Amount Actually Drawn |
Amount Endorsed/ Guaranteed by Collateralized by Properties |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements |
Maximum Endorsement/ Guarantee Amount Allowable |
Guarantee Provided by Parent Company |
Guarantee Provided by A Subsidiary |
Guarantee Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship (Note 2) |
||||||||||||
| 1 | Zhongshan Unicizers | Nanchong Unicizers Panjin Union Chemical Panjin Union Materials |
b b c |
$ 2,826,839 (Note 3) |
$ 1,074,375 (RMB 250,000 thousand) 214,875 (RMB 50,000 thousand) 343,800 (RMB 80,000 thousand) |
$ 214,875 (RMB 50,000 thousand) 171,900 (RMB 40,000 thousand) 343,800 (RMB 80,000 thousand) |
$ - 171,900 (RMB 40,000 thousand) 85,950 (RMB 20,000 thousand) |
$ - - - |
3.80% 3.04% 6.08% |
$ 8,480,516 (Note 3) |
Y Y N |
N N N |
Y Y Y |
Note 1: 0 for the Company. 1 for Zhongshan Unicizers.
Note 2: Relationships between the endorsement/guarantee provider and the guaranteed party are as follows:
-
a. A company with which it does business.
-
b. A Company in which the company directly and indirectly holds more than 50 percent of the voting shares.
-
c. A Company that directly and indirectly holds more than 50 percent of the voting shares in the Company.
-
d. Companies in which the company holds, directly and indirectly, 90% or more of the voting shares.
-
e. The Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project. f. All capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.
-
g. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: The total amount of endorsement or guarantee that the Company and Zhongshan Unicizers are allowed to provide is up to 150% of the net equity of the latest financial statements of the Company and Zhongshan Unicizers which were audited or reviewed. The limits on endorsement or guarantee amount provided to each guaranteed party is up to 50% of the net equity of the latest financial statements of the Company and Zhongshan Unicizers which were audited or reviewed.
(Concluded)
- 78 -
TABLE 3
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Carrying Value (Note 3) |
Percentage of Ownership (%) |
Fair Value | |||||
| The Company UVC Inno Strategy WCI |
Domestic listed shares Lien Hwa Industrial Holdings Corp. MiTAC Holdings Corporation Taita Chemical Company, Limited Domestic unlisted shares Lienhwa United LPG Harbinger Venture Capital Corp. Harbinger VI Venture Capital Corp. Domestic listed shares U.D. ELECTRONIC CORP. ACTi Corporation Domestic unlisted shares Harbinger III Venture Capital Corp. Harbinger VI Venture Capital Corp. Harbinger VII Venture Capital Corp. Harbinger VIII Venture Capital Corp. Taiwan Mobile Communication INC. Mercury Electronic Visco Vision Inc. Mutual funds Capital Money Market Fund Foreign listed shares Turning Point Therapeutics, Inc. Domestic unlisted shares Lien Yung Investment Corporation Tong Da Investment Corporation |
With the same chairman 〃 The Company is its director With the same chairman With the same chairman |
Financial assets at FVTOCI - noncurrent 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Financial assets at FVTPL - current Financial assets at FVTOCI - noncurrent Financial assets at FVTOCI - noncurrent 〃 |
106,928 89,109 809 4,923 7 3,745 19 517 15 861 9,935 5,475 447 306 133 1,821 63 9,217 4,848 |
$ 3,950,977 2,584,174 9,227 57,252 216 43,217 509 2,686 631 9,940 108,888 54,750 2,457 2,879 4,767 29,497 117,674 96,596 92,793 |
9.68 8.27 0.24 17.29 3.35 13.28 0.03 1.39 15.00 3.05 9.33 8.45 1.10 1.24 0.25 0.18 19.99 19.99 |
$ 3,950,977 2,584,174 9,227 57,252 216 43,217 509 2,686 631 9,940 108,888 54,750 2,457 2,879 4,767 29,497 117,674 96,596 92,793 |
(Continued)
- 79 -
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | December 31, 2019 | December 31, 2019 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Carrying Value (Note 3) |
Percentage of Ownership (%) |
Fair Value | |||||
| TUI CHL |
Domestic listed shares Getac Technology Corporation Asia Polymer Corporation Taita Chemical Company, Limited Domestic unlisted shares Taiwan VCM Corporation Harbinger Venture Management Co., Ltd. Mitac Incorporated Foreign unlisted shares Budworth |
Financial assets at FVTOCI - current 〃 〃 Financial assets at FVTOCI - noncurrent 〃 〃 〃 |
2,006 20,933 30,550 12 863 801 30 |
$ 93,680 330,738 348,272 54 12,248 33,329 15 |
0.34 3.78 9.14 - 19.99 0.22 3.33 |
$ 93,680 330,738 348,272 54 12,248 33,329 15 |
Note 1: Marketable Securities in this table are stocks, mutual funds and securities derived from these items under IFRS “Financial Instruments: Recognition and Measurement”.
Note 2: Issuers of financial instruments, which are not related parties, can skip the column.
- Note 3: The carrying values of financial instruments measured at fair values are adjusted for fair values less accumulated impairment losses; the carrying values of financial instruments not measured at fair values are the original costs or amortized costs less accumulated impairment losses.
Note 4: Refer to Table 8 and Table 9 for the information of investments in subsidiaries and associates.
(Concluded)
- 80 -
TABLE 4
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Marketable Securities Type And Name |
Financial Statement Account |
Counter-party | Nature of Relationship |
Beginning Balance | Beginning Balance | Acquisition | Acquisition | Disposal | Disposal | Disposal | Share of Profit and Loss of Investment |
Change in Evaluation of Profit and Loss |
**Ending ** | Balance | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Amount | Shares/Units | Amount | Shares/Units (In Thousands) |
Amount | Carrying Value | Gain (Loss) on Disposal |
Shares/Units (In Thousands) |
Amount | |||||||
| The Company CHL Prestige Spring |
Shares CHL Shares Prestige Spring Shares Union Hong Kong Shares UPC Chemicals (Malaysia) |
Investments accounted for using equity method Investments accounted for using equity method Investments accounted for using equity method Investments accounted for using equity method |
Amount of the original contribution Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method |
Subsidiary Subsidiary Subsidiary Subsidiary |
416,304 18,234 44,585 75,500 |
$ 21,667,919 581,722 175,567 581,722 |
45,000 21,000 187,824 87,927 |
$ 1,391,548 659,400 732,148 659,400 |
- - - - |
$ - - - - |
$ - - - - |
$ - - - - |
$ (376,735 ) (146,915 ) 3,854 (146,915 ) |
$ (872,543 ) (Note 1) (6,032 ) (Note 2) (23,822 ) (Note 2) (6,032 ) (Note 2) |
461,304 39,234 232,409 163,427 |
$ 21,810,189 1,088,175 887,747 1,088,175 |
Note 1: The change in evaluation of profit and loss includes exchange differences on translating the financial statements of foreign operations of $865,547 thousand and loss on financial assets at fair value through other comprehensive income of $6,996 thousand.
Note 2: The change in evaluation of profit and loss includes exchange differences on translating the financial statements of foreign operations.
- 81 -
TABLE 5
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer/Seller | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | ||||
| Glory Ace Union Hong Kong Zhenjiang Union Chemical Taizhou Union Chemical Panjin Union Chemical Zhuhai Unicizers UPC Chemicals (Malaysia) Zhongshan Unicizers Taizhou Union Chemical UPC Chemicals (Malaysia) Taizhou Union Chemical |
Zhongshan Unicizers Taizhou Union Chemical UPC Chemicals (Malaysia) Taizhou Union Chemical UPC Chemicals (Malaysia) Zhuhai Unicizers Zhenjiang Union Chemical Panjin Union Chemical The Company Zhenjiang Union Chemical Zhuhai Unicizers Panjin Union Chemical Taizhou Union Chemical Zhuhai Unicizers UPC Chemicals (Vietnam) Glory Ace Glory Ace Glory Ace Union Hong Kong |
Entity that the Company directly or indirectly invests in 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Purchase Purchase Purchase Purchase |
$ (159,800) (2,029,675) (1,422,845) (582,702) (322,712) (261,887) (138,072) (113,197) (173,081) (220,050) (802,087) (190,464) (335,348) (139,158) (120,748) 159,800 2,029,675 1,422,845 582,702 |
(4.35) (55.19) (38.69) (8.22) (4.55) (1.84) (1.45) (1.19) (3.04) (3.86) (14.08) (2.05) (9.39) (3.90) (3.38) 3.83 20.43 46.93 5.87 |
120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation |
$ - - - 416,787 312,982 - - - - 20,276 86,319 - - - 75,089 - - - (416,787) |
- - - 55.44 41.63 - - - - 8.23 35.02 - - - 27.74 - - - (53.62) |
(Continued)
- 82 -
| Buyer/Seller | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | ||||
| UPC Chemicals (Malaysia) Zhuhai Unicizers Zhenjiang Union Chemical Panjin Union Chemical The Company Zhenjiang Union Chemical Zhuhai Unicizers Panjin Union Chemical Taizhou Union Chemical Zhuhai Unicizers UPC Chemicals (Vietnam) |
Union Hong Kong Zhenjiang Union Chemical Taizhou Union Chemical Taizhou Union Chemical Panjin Union Chemical Panjin Union Chemical Panjin Union Chemical Zhuhai Unicizers UPC Chemicals (Malaysia) UPC Chemicals (Malaysia) UPC Chemicals (Malaysia) |
〃 Entity that the Company directly or indirectly invests in 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase |
$ 322,712 261,887 138,072 113,197 173,081 220,050 802,087 190,464 335,348 139,158 120,748 |
10.64 2.58 1.04 1.98 4.58 1.66 7.91 3.33 3.38 1.37 100.00 |
120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation Pay and collect by contract 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation 120 days in principle, and adjust depending on the situation |
$ (312,982) - - - - (20,276) (86,319) - - - (75,089) |
(78.94) - - - - (19.43) - - - - (97.74) |
(Concluded)
- 83 -
TABLE 6
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Overdue | Overdue | Amount Received in Subsequent Period (Note) |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| Union Hong Kong Glory Ace CHL Zhenjiang Union Chemical Taizhou Union Plastics Jiangsu Union Logistics |
Taizhou Union Chemical UPC Chemicals (Malaysia) Union Hong Kong UPC Chemicals (Malaysia) ZhenJiang Union Torch Estate Panjin Union Chemical Panjin Union Logistics Nanchong Unicizers Panjin Union Chemical Panjin Union Logistics Panjin Union Materials Nanchong Unicizers Taizhou Union Chemical Panjin Union Chemical |
Entity that the Company directly or indirectly invests in 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Trade receivables $ 416,787 Trade receivables 312,982 Other receivables 299,800 Other receivables 254,830 Other receivables 567,915 Other receivables 365,288 Other receivables 343,800 Other receivables 257,850 Other receivables 601,650 Other receivables 128,925 Other receivables 988,425 Other receivables 257,850 Other receivables 215,142 Other receivables 124,628 |
2.80 2.06 |
$ - - - - - - - - - - - - - - |
$ 247,683 135,710 - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - |
Note: It was the amount received as of February 27, 2020.
- 84 -
TABLE 7
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount (Notes 4 and 5) |
Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| 1 | Glory Ace | Union Hong Kong Zhongshan Unicizers Taizhou Union Chemical UPC Chemicals (Malaysia) |
c. c. c. c. |
Other receivables - related parties Sales Sales Sales |
$ 299,800 159,800 2,029,675 1,422,845 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
1 - 3 2 |
| 2 | Zhongshan Unicizers | Taizhou Union Chemical | c. | Other revenue | 135,811 | The terms of transaction are the same as general business practices |
- |
| 3 | Taizhou Union Chemical | Zhenjiang Union Chemical Panjin Union Chemical Taizhou Union Plastics |
c. c. c. |
Sales Sales Other revenue |
138,072 113,197 211,213 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- - - |
| 4 | Panjin Union Chemical | The Company Zhenjiang Union Chemical Zhuhai Unicizers Panjin Union Materials |
c. c. c. c. |
Sales Sales Sales Other revenue |
173,081 220,050 802,087 123,158 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- - 1 - |
| 5 | Panjin Union Logistics | Panjin Union Chemical | c. | Other operating revenue | 256,693 |
The terms of transaction are the same as general business practices |
- |
| 6 | Taizhou Union Plastics | Taizhou Union Chemical Panjin Union Chemical Panjin Union Logistics |
c. c. c. |
Other receivables - related parties Other receivables - related parties Other receivables - related parties |
215,142 601,650 128,925 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- 1 - |
| (Continued) |
- 85 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount (Notes 4 and 5) |
Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| Panjin Union Materials Nanchong Unicizers |
c. c. |
Other receivables - related parties Other receivables - related parties |
$ 988,425 257,850 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
2 1 |
||
| 7 | Constant | UPC Chemicals (Malaysia) | c. | Other receivables - related parties |
254,830 | The terms of transaction are the same as general business practices |
1 |
| 8 | Sichung Logistics | Nanchong Unicizers | c. | Other operating revenue | 121,190 |
The terms of transaction are the same as general business practices |
- |
| 9 | Guangdong Union Logistics | Zhuhai Unicizers | c. | Other operating revenue | 174,541 |
The terms of transaction are the same as general business practices |
- |
| 10 | Jiangsu Union Logistics | Zhenjiang Union Chemical Taizhou Union Plastics Panjin Union Chemical |
c. c. c. |
Other operating revenue Other operating revenue Other receivables - related parties |
166,638 116,739 124,628 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- - - |
| 11 | Zhuhai Unicizers | Panjin Union Chemical Zhongshan Unicizers Taizhou Union Chemical |
c. c. c. |
Sales Other revenue Other revenue |
190,464 1,114,032 532,996 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- 2 1 |
| 12 | Zhenjiang Union Chemical | Panjin Union Chemical ZhenJiang Union Torch Estate Nanchong Unicizers Panjin Union Logistics Zhuhai Unicizers |
c. c. c. c. c. |
Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Sales |
365,288 567,915 257,850 343,800 261,887 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
1 1 1 1 - |
| 13 | UPC Chemicals (Malaysia) | Taizhou Union Chemical Zhuhai Unicizers |
Sales Sales |
335,348 139,158 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
1 - |
|
| (Continued) |
- 86 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount (Notes 4 and 5) |
Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| 14 | Union Hong Kong | Taizhou Union Chemical UPC Chemicals (Malaysia) Taizhou Union Chemical UPC Chemicals (Malaysia) |
c. c. c. c. |
Trade receivable - related parties Trade receivable - related parties Sales Sales |
$ 416,787 312,982 582,702 322,712 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
1 - 1 1 |
Note 1: The Business information between the Company and subsidiaries should be indicated in the number field, the method of filling in the number is as follows:
-
a. Parent fill in 0.
-
b. Subsidiaries fill from 1 respectively.
Note 2: The relationships with the counterparty includes three types as follow:
-
a. Parent to subsidiary.
-
b. Subsidiary to parent.
-
c. Between subsidiaries.
-
Note 3: The calculation of transaction percentage as follow: For balance sheet accounts, calculate by how much the ending balance account consolidated asset for; for income statement accounts, calculate by how much the accumulated amount account consolidated revenue for.
Note 4: The transaction amount’s threshold of disclosure is above NT$100,000 thousand.
Note 5: It has been written off when preparing consolidated financial report.
(Concluded)
- 87 -
TABLE 8
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | As of December 31, 2019 | As of December 31, 2019 | As of December 31, 2019 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 |
December 31, 2018 |
Number of Shares (In Thousands) |
% | Carrying Amount |
|||||||
| The Company CHL UVC |
CHL Glory Ace UVC WCI TUI Star Bright Goldendust Natural Magic Props Pure Fantasy Modern Vantage Charmon Linkhope Reachworld Daywinn Dragonoble Pagerise Greaterise Granfaith Faithouse Prestige Spring Union Hong Kong Harbinger Ruyi Inno Strategy |
Tortola, British Virgin Islands Tortola, British Virgin Islands Tiding Blvd., Taipei City Nangang Rd., Taipei City Minsheng E. Rd., Taipei City Tortola, British Virgin Islands 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Tsimshatsui Kowloon, Hong Kong Tortola, British Virgin Islands Tortola, British Virgin Islands |
Investment Trading Investment 〃 〃 Investment 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Trading Investment Investment |
$ 14,078,785 128,451 250,013 160,000 453,525 1,348 2,725,625 3,278,180 919,533 217,544 763,540 972,950 88,755 87,960 711,773 1,212,783 965,857 1,241,535 922,434 150,500 1,251,836 913,293 30,465 56,202 |
$ 12,687,238 1,674,649 250,013 160,000 453,525 1,348 2,725,625 3,278,180 919,533 217,544 763,540 972,950 88,755 87,960 711,773 1,212,783 965,857 1,241,535 922,434 150,500 592,436 181,145 30,465 56,202 |
461,304 605 22,701 16,000 78,719 51 87,208 105,400 28,140 6,331 25,334 31,637 3,000 3,000 23,380 40,670 32,000 40,000 30,351 5,000 39,234 232,409 1,000 1,703 |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 28.57 100.00 |
$ 21,810,189 584,424 352,912 213,389 865,120 330,377 6,537,086 3,539,206 1,828,726 390,246 621,067 921,271 204,361 177,327 1,217,153 764,168 991,099 1,084,925 602,824 146,806 1,088,175 887,747 20,117 135,731 |
$ (376,735) 38,232 5,311 11,899 17,654 (15,307) (590,633) 607,670 (28,545) (34,356) 57,306 (64,581) 18,057 21,390 208,981 (214,208) (115) (86,564) (123,478) 4,160 (146,915) 3,854 (2,256) 1,514 |
$ (376,735) 38,232 5,311 11,899 17,654 |
Subsidiary 〃 〃 〃 〃 Second-tier subsidiary 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Subsidiary’s investee company under the equity method Second-tier subsidiary |
(Continued)
- 88 -
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | As of December 31, 2019 | As of December 31, 2019 | As of December 31, 2019 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 |
December 31, 2018 |
Number of Shares (In Thousands) |
% | Carrying Amount |
|||||||
| Star Bright Prestige Spring UPC Chemicals (Malaysia) |
Logical Path Ltd. UPC Chemicals (Malaysia) UPC Chemicals (Thailand) UPC Chemicals (Vietnam) |
Tsimshatsui Kowloon, Hong Kong Selangor, Malaysia Bangkok, Thailand Ho Chi Minh City Vietnam |
Investment Manufacturing and selling of DEHP and PA Trading Trading |
$ 37 1,251,836 9,686 9,329 |
$ 37 592,436 - - |
10 163,427 10,000 (Note 2) |
100.00 100.00 100.00 100.00 |
$ 330,368 1,088,175 1,830 727 |
$ (15,307) (146,915) (8,195) (7,758) |
Third-tier subsidiary Third-tier subsidiary Third-tier subsidiary Third-tier subsidiary |
Note 1: Please refer to Table 9 for information of investees of Mainland China.
Note 2: Limited company.
(Concluded)
- 89 -
TABLE 9
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2019 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2019 |
Percentage of Ownership |
Net Income (Loss) of the Investee Company |
Share of Profits/Losses (Note 2) |
Carrying Amount as of December 31, 2019 |
Accumulated Repatriation of Investment Income as of December 31, 2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Goldendust Zhongshan Unicizers, Logical Path Ltd, Goldendust and Magic Props Zhongshan Unicizers, Logical Path Ltd, Pure Fantasy and Goldendust Charmon and Zhongshan Unicizers Modern Vantage Natural and Daywinn Linkhope Reachworld Dragonoble and Zhongshan Unicizers Zhenjiang Union Chemical Pagerise Greaterise Granfaith and Zhongshan Unicizers Faithouse |
Zhongshan Unicizers Zhenjiang Union Chemical Zhuhai Unicizers Taizhou Union Chemical Taizhou Union Logistics Taizhou Union Plastics Jiangsu Union Logistics Guangdong Union Logistics Panjin Union Chemical ZhenJiang Union Torch Estate Panjin Union Logistics Panjin Union Materials Nanchong Unicizers Sichung Logistics |
Manufacturing and selling of DEHP and PA Manufacturing and selling of DEHP and PA Manufacturing and selling of DEHP, PA and MA Manufacturing and selling of DEHP and PA Warehousing and storage services Manufacturing and selling of PVC Logistics Logistics Manufacturing and selling of DEHP and PA Real Estate Management Warehousing and storage services Manufacturing and selling of MA and related derivatives Manufacturing and selling of DEHP and PA Logistics |
US$ 96,080 thousand US$ 77,340 thousand US$ 35,500 thousand US$ 63,400 thousand US$ 23,700 thousand US$ 128,780 thousand US$ 3,000 thousand US$ 3,000 thousand US$ 83,000 thousand RMB 60,000 thousand US$ 32,000 thousand US$ 40,000 thousand US$ 62,000 thousand US$ 5,000 thousand |
b b b b b b b b b c b b b b |
$ 2,139,461 543,823 - 466,785 648,157 3,068,081 88,755 87,960 1,212,783 - 965,857 1,241,535 922,434 - |
$ - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - |
$ 2,139,461 543,823 - 466,785 648,157 3,068,081 88,755 87,960 1,212,783 - 965,857 1,241,535 922,434 - |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
$ (538,680) (68,306) (193,553) (129,421) 57,306 816,651 18,057 21,390 (437,160) (6,728) (115) (86,564) (251,995) 4,160 |
$ (538,680) b.2) (68,306) b.2) (193,553) b.2) (129,421) b.2) 57,306 b.2) 816,651 b.2) 18,057 b.2) 21,390 b.2) (437,160) b.2) (6,728) b.2) (115) b.2) (86,564) b.2) (251,995) b.2) 4,160 b.2) |
$ 5,634,495 3,888,818 2,098,427 1,832,221 621,066 4,756,358 204,361 177,325 1,572,118 244,271 991,099 1,084,925 1,238,198 146,474 |
$ - - - - - - - - - - - - - - |
(Continued)
- 90 -
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2019 |
Investment Amount Authorized by Investment Commission, MOEA |
Upper Limit on Amount of Investment Stipulated by the Investment Commission, MOEA |
|---|---|---|
| $11,385,631 (Note 3) |
$13,821,311 (US$461,017.7 thousand) (Note 4) |
(Note 5) |
Note 1. The investment types are as follows:
-
a. Direct investment.
-
b. Indirect investment in Mainland China through a subsidiary in a third region (refer to the table above for investor companies in the third region).
-
c. Others-direct investment from Zhenjiang Union Chemical.
-
Note 2. In the column of investment income or loss as of December 31, 2019:
-
a. If there is no investment income or loss yet resulting from preparation, please indicate.
-
b. The basis of recognition of investment income or loss as follow:
-
1) Financial statements that were audited by international accounting firms which are in a cooperation with R.O.C. accounting firm.
-
2) Financial statements that were audited by the CPAs of the parent company in Taiwan.
-
3) Others: Financial statements that were not audited.
-
Note 3. Excluded (1) the investment amount of $934,394 thousand due to the remittance of funds from Taiwan outward to regions of Mainland China in the prior years, and the investor company liquidates after the end of operation; (2) Investment of $3,502,208 thousand that is remittance of company - owned funds from the third region of Mainland China.
Note 4. The exchange rate on December 31, 2019 is US$1=NT$29.980.
- Note 5. As the Company has been qualified with operations headquarters certification issued by Industrial Development Bureau on October 1, 2018, the amount of investment in Mainland China is not limited.
(Concluded)
- 91 -
TABLE 10
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
- Transaction of sales
| Price and Payment Terms Investee Company Activities in the Third Area Comparison with Normal Transactions Zhenjiang Union Chemical - The terms of transaction are the same as general business practices Panjin Union Chemical - 〃 Zhuhai Unicizers - 〃 Zhongshan Unicizers - 〃 2. Transaction of purchase Price and Payment Terms Investee Company Activities in the Third Area Comparison with Normal Transactions Panjin Union Chemical - The terms of transaction are the same as general business practices Zhuhai Unicizers - 〃 Taizhou Union Chemical - 〃 Zhenjiang Union Chemical - 〃 |
Sales | Unrealized % Gain on Sale 1.28 $ - 1.76 - 1.07 - 0.08 - Purchases Price % $ 173,081 4.58 97,194 2.57 2,597 0.06 1,029 0.03 |
Ending Notes/Trade Receivable |
|---|---|---|---|
| Price $ 59,138 81,304 49,473 3,661 |
Balance % $ 12,183 2.91 51,338 12.28 17,361 4.15 - - Ending Notes/Trade Payable |
||
| Balance % $ - - 2,231 0.61 - - - - |
-
Transactions of endorsements/guarantees (refer to Note 35 and Table 2)
-
92 -