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UPC — Audit Report / Information 2018
Nov 9, 2018
51771_rns_2018-11-09_537c05a4-d459-4b1a-ba04-f13e31cc45fd.pdf
Audit Report / Information
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UPC Technology Corp. and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017 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, 2018, 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, MATTHEW FENG CHIANG Chairman
March 22, 2019
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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, 2018 and 2017, 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, 2018 and 2017, 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 audits 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, 2018. 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, 2018 are stated as follows:
Assessments of Inventory Write-downs
The inventory write-downs are subject to the management’s estimation and judgment, and the actual results may significantly affect the amount of the profit and loss, so the assessments of inventory write-downs is deemed to be a key audit matter. Our key audit procedures performed in respect of the abovementioned assessments of inventory write-downs included understanding the accounting policies used in the evaluation of inventories and testing the calculation method of inventory costs. We also attended the annual inventory count, observed the list of slow moving inventories, and assessed the appropriateness of the net realizable value of inventory to market as estimated by the management. Refer to Note 14 of the consolidated financial statements for details on the assessments of inventory write-downs.
Recognition of Deferred Tax Assets
The recognition of deferred tax assets are subject to the management’s estimation and judgment, and the actual results may significantly affect the amount of the profit and loss, so the recognition of deferred tax assets is deemed to be a key audit matter. Our key audit procedures performed in respect of the above mentioned the recognition of deferred tax assets included performing our own calculation to verify the accuracy of the calculation of deferred tax assets. We also tried to understand if the group has enough future profitability to realize deferred tax assets. Refer to Note 29 of the consolidated financial statements for details on the evaluation of the recognition of deferred tax assets.
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, 2018 and 2017.
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.
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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.
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.
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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, 2018 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.
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 22, 2019
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, 2018 AND 2017 (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 37) Available-for-sale financial assets (Notes 10 and 37) Financial assets at amortized cost (Note 9) Debt investments with no active market (Notes 12 and 37) Notes receivable (Note 13) Trade receivables (Note 13) Other receivables (Note 13) Other receivables from related parties (Note 36) Current tax assets (Note 29) Inventories (Note 14) Prepayments for leases (Notes 18 and 37) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 8) Available-for-sale financial assets (Note 10) Financial assets measured at cost (Note 11) Investments accounted for using the equity method (Note 16) Property, plant and equipment (Notes 17 and 37) Computer software Deferred income tax assets (Note 29) Long-term prepayments for leases (Notes 18 and 37) Other non-current assets (Notes 19 and 36) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Short-term bills payable (Note 20) Financial liabilities at fair value through profit or loss (Note 7) Notes payable (Note 22) Trade payables (Notes 22 and 36) Other payables (Note 23) Current tax liabilities (Note 29) Provisions (Note 24) Current portion of long-term borrowings (Notes 20 and 37) Other current liabilities (Note 23) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 21) Long-term borrowings (Notes 20 and 37) Provisions (Note 24) Deferred tax liabilities (Note 29) Long-term deferred revenue (Note 32) Net defined benefit liabilities (Note 25) Guarantee deposits received (Note 36) Total non-current liabilities Total liabilities EQUITY (Note 26) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
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 |
2017 | ||
|---|---|---|---|---|
| Amount % $ 6,471,303 15 - - - - 927,511 2 - - 13,663 - 334,141 1 3,168,702 7 98,710 - 2,091 - 35,856 - 7,601,388 17 36,867 - 1,911,506 4 20,601,738 46 - - 5,811,708 13 426,348 1 30,179 - 15,459,853 34 7,448 - 301,522 1 1,593,083 3 778,100 2 24,408,241 54 $ 45,009,979 100 $ 7,234,070 16 2,099,184 5 18,729 - 321,448 1 2,466,741 6 1,541,214 3 115,468 - 131,090 - 803,520 2 343,783 1 15,075,247 34 - - 8,058,563 18 3,630 - 182,638 - 233,005 1 187,173 - 5,817 - 8,670,826 19 23,746,073 53 11,995,571 27 1,147,117 3 2,029,552 4 341,773 1 3,667,231 8 6,038,556 13 2,400,287 5 (317,625) (1) 21,263,906 47 $ 45,009,979 100 |
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, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| OPERATING REVENUE (Note 27) Sales Other operating revenue Total operating revenue OPERATING COSTS (Note 28) Cost of goods sold (Notes 14 and 36) Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 28 and 36) Selling and marketing expenses General and administrative expenses Reversal of expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of associates accounted for using the equity method (Note 16) Other income (Notes 28 and 36) Other gains and losses (Note 28) Finance costs (Note 28) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 29) NET PROFIT |
2018 Amount % $ 61,145,232 100 113,266 - 61,258,498 100 58,063,959 95 89,674 - 58,153,633 95 3,104,865 5 1,019,998 2 1,006,917 2 (336) - 2,026,579 4 1,078,286 1 (613) - 691,091 1 (381,454) - (438,431) (1) (129,407) - 948,879 1 (195,269) - 753,610 1 |
2017 | ||
|---|---|---|---|---|
| Amount % $ 50,545,326 100 54,799 - 50,600,125 100 46,694,609 92 45,165 - 46,739,774 92 3,860,351 8 929,059 2 936,380 2 - - 1,865,439 4 1,994,912 4 (620) - 762,005 2 547,757 1 (369,774) (1) 939,368 2 2,934,280 6 (591,867) (1) 2,342,413 5 |
(Continued)
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| OTHER COMPREHENSIVE (LOSS) INCOME (Note 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized 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 16) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 29) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain on available-for-sale financial assets Share of the other comprehensive income of associates accounted for using the equity method (Note 16) Income tax relating to items that may be reclassified subsequently to profit or loss (Note 29) Other comprehensive (loss)income for the year,net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE (Note 30) Basic Diluted |
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) $ 0.59 $ 0.59 |
2017 | ||
|---|---|---|---|---|
| Amount % $ (5,724) - - - - - 970 - (4,754) - (551,852) (1) 1,635,207 3 790 - 27,940 - 1,112,085 2 1,107,331 2 $ 3,449,744 7 $ 1.87 $ 1.86 |
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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, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings Legal reserve Share dividends distributed by the Company Cash dividends distributed by the Company Net profit in 2017 Other comprehensive income (loss) in 2017, net of income tax Total comprehensive income (loss) in 2017 Treasury shares transferred to employees BALANCE AT DECEMBER 31, 2017 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 |
Ordinary Shares Capital Surplus $ 11,712,366 $ 1,111,644 - - 283,205 - - - - - - - - - - 35,473 11,995,571 1,147,117 - - 11,995,571 1,147,117 - - 943,645 - - - - - - - - - - 154,662 $ 12,939,216 $ 1,301,779 |
Retained Earnings | Total $ 4,663,794 - (283,205) (679,692) 2,342,413 (4,754) 2,337,659 - 6,038,556 517,140 6,555,696 - (943,645) (1,179,558) 753,610 4,627 758,237 - $ 5,190,730 |
Other Equity | Total $ 1,288,202 - - - - 1,112,085 1,112,085 - 2,400,287 (366,204) 2,034,083 - - - - (1,500,444) (1,500,444) - $ 533,639 |
Treasury Shares $ (367,552) - - - - - - 49,927 (317,625) - (317,625) - - - - - - 126,324 $ (191,301) |
Total Equity $ 18,408,454 - - (679,692) 2,342,413 1,107,331 3,449,744 85,400 21,263,906 150,936 21,414,842 - - (1,179,558) 753,610 (1,495,817) (742,207) 280,986 $ 19,774,063 |
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| 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 $ 582,195 $ 706,007 $ - - - - - - - - - - - - - (523,912) 1,635,997 - (523,912) 1,635,997 - - - - 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 |
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| Unappropriated Legal Reserve Special Reserve Earnings $ 1,920,671 $ 341,773 $ 2,401,350 108,881 - (108,881) - - (283,205) - - (679,692) - - 2,342,413 - - (4,754) - - 2,337,659 - - - 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 |
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, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Reversal of expected credit loss on trade receivables Impairment loss recognized on trade receivables Depreciation expenses Amortization expenses Finance costs Interest income Dividend income Compensation costs of treasury shares transferred to employees Loss on disposal of property, plant and equipment Net (gain) loss 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 Gain on disposal of investments Long-term deferred revenue transferred to other income (Note 32) Inventory write-downs (reversal of write-downs) 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 Long-term deferred revenue Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Income tax paid Net cash generated from operating activities |
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 |
2017 $ 2,934,280 - 12,087 1,121,602 148,744 369,774 (107,974) (368,591) 32,345 15,390 50,451 620 (458,148) - (20,120) - (125,267) (205,095) (27,014) 334 (2,312,060) (869,138) 127,478 526,963 374,495 (14,249) 97,034 16,026 4,290 1,324,257 107,057 (156,423) 1,274,891 (Continued) |
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through the other comprehensive income Proceeds from capital reduction of financial assets at fair value through the other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets Purchase debt investments with no active market Proceeds from sale of debt investment with no active market Proceeds from sale of financial assets measured at cost 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 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 Proceeds from short-term bills 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 Cash dividends paid Proceeds from treasury shares transferred to employees Interest paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
2018 $ (58,937) 40,790 (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 |
2017 $ - - - - (7,295) 595,983 (14,645) 55,292 34,867 (3,425,309) 4,478 (3,206) 5,371 (6,628) (381,780) - 368,591 (2,774,281) - 1,399,384 - 17,520,349 (14,070,138) 10,774,564 (10,981,471) 652 (603) (679,692) 53,055 (361,184) 3,654,916 (288,363) (Continued) |
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UPC TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| 2018 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (1,578,987) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 6,471,303 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 4,892,316 The accompanying notes are an integral part of the consolidated financial statements. |
2017 $ 1,867,163 4,604,140 $ 6,471,303 (Concluded) |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except As Stated Otherwise)
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
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 22, 2019.
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:
IFRS 9 “Financial Instruments” and related amendments
IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting. Refer to Note 4 for information relating to the relevant accounting policies.
Classification, measurement and impairment of financial assets
On the basis of the facts and circumstances that existed as of January 1, 2018, the Group has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.
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The following table shows the original measurement categories and carrying amount under IAS 39 and the new measurement categories and carrying amount under IFRS 9 for each class of the Group’s financial assets as of January 1, 2018.
| Financial Assets Cash and cash equivalents Equity securities Equity securities Mutual funds Time deposits with original maturities of more than 3 months Notes receivable, trade receivables and other receivables Refundable deposits Financial Assets FVTPL Add: Reclassification from available-for-sale (IAS 39) Required reclassification FVTOCI Equity instruments Add: Reclassification from available-for-sale (IAS 39) Amortized cost Add: Reclassification from loans and receivables (IAS 39) |
MeasurementCategory Carrying Amount IAS 39 IFRS 9 IAS 39 IFRS 9 Remark Loans and receivables Amortized cost $ 6,471,303 $ 6,471,303 Available‑for‑sale Fair value through other comprehensive income (i.e. FVTOCI) - equity instruments 6,721,932 6,721,932 1) Financial assets measured at cost FVTOCI - equity instruments 426,348 577,284 1) Available‑for‑sale Mandatorily classified as at fair value through profit or loss (FVTPL) 17,287 17,287 2) Loans and receivables Amortized cost 13,663 13,663 3) Loans and receivables Amortized cost 3,603,644 3,603,644 4) Loans and receivables Amortized cost 22,284 22,284 IAS 39 Carrying Amount as of January 1, 2018 Reclassifications Premeasurements’ IFRS 9 Carrying Amount as of January 1, 2018 Retained Earnings Effect on January 1, 2018 Other Equity Effect on January 1, 2018 $ - $ 17,287 $ - $ 17,287 $ 79 $ (79) - 7,148,280 150,936 7,299,216 517,061 (366,125) - 10,110,894 - 10,110,894 - - $ - $ 17,276,461 $ 150,936 $ 17,427,397 $ 517,410 $ (366,204) |
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- 1) The Group elected to designate all its investments in equity securities previously classified as available-for-sale under IAS 39 as at FVTOCI under IFRS 9, because these investments are not held for trading. As a result, the related other equity - unrealized gain (loss) on available-for-sale financial assets of $2,342,004 thousand was reclassified to other equity - unrealized gain (loss) on financial assets at FVTOCI.
Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were premeasured at fair value. Consequently, an increase of $150,936 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018.
The Group recognized under IAS 39 impairment loss on certain investments in equity securities previously classified as available-for-sale and measured at cost and the loss was accumulated in retained earnings. Since those investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is required, an adjustment was made that resulted in a decrease of $517,061 thousand in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase of $517,061 thousand in retained earnings on January 1, 2018.
-
14 -
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2) Mutual funds previously classified as available-for-sale under IAS 39 were classified mandatorily as at FVTPL under IFRS 9, because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments. The retrospective adjustment resulted in a decrease of $79 thousand in other equity - unrealized gain (loss) on available-for-sale financial assets and an increase of $79 thousand in retained earnings on January 1, 2018.
-
3) Debt investments previously classified as debt investments with no active market and measured at amortized cost were classified as at amortized cost under IFRS 9, because the contractual cash flows were solely payments of principal and interest on the principal outstanding and these investments were held within a business model whose objective is to collect contractual cash flows.
-
4) Notes receivable, trade receivables and other receivables that were previously classified as loans and receivables under IAS 39 were classified as at amortized cost with an assessment of expected credit losses under IFRS 9.
-
b. The IFRSs endorsed by the FSC for application starting from 2019
| New, Amended or Revised Standards and Interpretations (the“New IFRSs”) Annual Improvements to IFRSs 2015-2017 Cycle Amendments to IFRS 9 “Prepayment Features with Negative Compensation” IFRS 16 “Leases” Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” Amendments to IAS 28 “Long-term Interests in Associates and Joint Ventures” IFRIC 23 “Uncertainty over Income Tax Treatments” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2019 January 1, 2019 (Note 2) January 1, 2019 January 1, 2019 (Note 3) January 1, 2019 January 1, 2019 |
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
-
Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
-
Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.
-
1) IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Definition of a lease
Upon initial application of IFRS 16, the Group will elect 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 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.
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The Group as lessee
Upon initial application of IFRS 16, the Group will recognize 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 will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present 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. Currently, payments under operating lease contracts, are recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights of land located in China and Malaysia are recognized as prepayments for leases. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables are recognized for contracts classified as finance leases.
The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.
Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be 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 will be 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 expedients which are to be applied, the Group will apply IAS 36 to all right-of-use assets.
The Group expects to apply the following practical expedients:
-
a) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
-
b) The Group will adjust the right-of-use assets on January 1, 2019 by the amount of any provisions for onerous leases recognized as of December 31, 2018.
-
c) The Group will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
-
d) The Group will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.
-
e) The Group will use hindsight, such as in determining lease terms, to measure lease liabilities.
For leases currently classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 will be determined as at the carrying amounts of the respective leased assets and finance lease payables as of December 31, 2018.
The Group as lessor
The Group will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019.
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Anticipated impact on assets, liabilities and equity on January 1, 2019
| Carrying | Adjustments | Adjustments | Adjusted | |||
|---|---|---|---|---|---|---|
| Amount as of | Arising from | Carrying | ||||
| December 31, | Initial | Amount as of | ||||
| 2018 | 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 | - |
1,648,099 | 1,648,099 | |||
| Total effect on assets | $ |
- |
$ | 78,380 |
$ | 1,648,099 |
| Lease liabilities - current | $ |
- |
$ | 18,072 |
$ | 18,072 |
| Lease liabilities - non-current | 60,308 | 60,308 | ||||
| Total effect on liabilities | $ |
- |
$ | 78,380 |
$ | 78,380 |
| 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 will have 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, IFRS 11, IAS 12 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.
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 premeasurements 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 will apply the above amendments prospectively.
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Except for the above impacts, as of the date the consolidated financial statements were authorized for issue, the Group continues assessing other possible impacts that the application of the aforementioned amendments and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers will have on the Group’s financial position and financial performance and will disclose these other impacts 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 3 “Definition of a Business” 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 and IAS 8 “Definition of Material” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2020 (Note 2) To be determined by IASB January 1, 2021 January 1, 2020 (Note 3) |
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
-
Note 2: 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 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
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 other 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 are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which 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
-
18 -
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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 after the reporting period; and
-
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.
Refer to Note 15, Attachment 10 and 11 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 (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.
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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.
For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the group entities (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 include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and 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 raw materials, supplies, finished goods, semi-finished goods work in progress and land held for construction site. Merchandise 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 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.
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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 losses. 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.
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 premeasured the retained interest.
When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’ consolidated financial statements only to the extent that interests in the associate 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 recognition 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.
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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.
Gains or losses arising from DE recognition of computer software, which are measured as the difference between the net disposal proceeds and the carrying amount of the assets, are recognized in profit or loss when the asset is derecognized.
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.
-
22 -
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a) Measurement categories
2018
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, with any gains or losses arising on premeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 35.
- 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.
-
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.
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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.
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.
2017
Financial assets are classified into the following categories: Financial assets at FVTPL, available-for-sale financial assets and loans and receivables.
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are held for trading.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 35.
Investments in equity instruments under financial assets at FVTPL that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are subsequently measured at cost less any identified impairment loss at the end of each reporting period and presented as a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in profit or loss.
- ii. Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at FVTPL.
Available-for-sale financial assets are measured at fair value. Changes in the carrying amounts of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when such investments are disposed of or are determined to be impaired.
Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.
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Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and presented as a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value of such financial assets is recognized in other comprehensive income. Any impairment losses are recognized in profit and loss.
iii. Loans and receivables
Loans and receivables including cash and cash equivalents, notes receivables, trade receivables, other receivables, debt investments with no active market and refundable deposits are measured using the effective interest method at amortized cost less any impairment, except for short-term receivables when the effect of discounting is immaterial.
- b) Impairment of financial assets and contract assets
2018
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.
2017
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of such financial assets, that the estimated future cash flows of the investment have been affected.
Financial assets at amortized cost, such as trade receivables are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience with collecting payments, as well as observable changes in national or local economic conditions that correlate with defaults on receivables.
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For a financial asset at amortized cost, the amount of the impairment loss recognized is the difference between such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For a financial asset at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date on which the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.
In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to impairment is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of such an investment can be objectively related to an event occurring after the recognition of the impairment loss.
For a financial asset measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of its estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When trade receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables that are written off against the allowance account.
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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Before 2018, on derecognition of a financial asset in its entirety, 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. Starting from 2018, 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 a company entity 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 a group entity 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 the 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, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest or dividends paid on such financial liability.
Fair value is determined in the manner described in Note 35.
- b) Derecognition of financial liabilities
The difference between the carrying amount of the 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
2018
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.
2017
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowances for sales returns and liabilities for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.
1) Sale of goods
Revenue from the sale of goods is recognized when all the following conditions are satisfied:
-
a) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
-
28 -
-
b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-
c) The amount of revenue can be measured reliably;
-
d) It is probable that the economic benefits associated with the transaction will flow to the Group; and
e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.
- 2) Rendering of services
Revenue from services is recognized when services are provided.
Revenue from a contract to provide services is recognized with reference to the stage of completion of the contract.
- 3) Dividend and interest income
Dividend income from investments is recognized when a shareholder’s right to receive payment has been established and provided that it is probable that the economic benefits will flow to the Group and that the amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis with reference to the principal outstanding and at the applicable effective interest rate.
- o. Leasing
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.
- 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.
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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 become receivable.
-
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 10% 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 Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
-
31 -
-
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.
a. Inventory write-downs
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.
b. Income taxes
The realizability of the deferred tax assets mainly depends on the Group’s future profitability and sufficient taxable temporary differences. In cases where the actual future profits generated is less than expected, a material reversal of deferred tax assets may arise, which would be recognized in profit or loss for the period in which such a reversal takes place.
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 | |
|---|---|---|---|
| 2018 $ 332 4,385,927 144,046 175,577 186,434 $ 4,892,316 |
2017 $ 419 5,258,176 126,104 802,450 284,154 $ 6,471,303 |
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The market rate intervals of cash in bank at the end of the reporting period were as follows:
| December 31 | December 31 | ||
|---|---|---|---|
| 2018 | 2017 | ||
| Bank balance | 0.00%-2.03% | 0.00%-1.90% | |
| Repurchase agreements collateralized by bonds | 0.21% | 0.21% | |
| 7. | FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS |
| Financial assets-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Mutual funds Financial liabilities-current Financial liabilities held for trading Derivative financial liabilities (not under hedge accounting) Cross-currency swap contracts |
**December ** | 31 | |
|---|---|---|---|
| 2018 $ 47,431 $ - |
2017 $ - $ 18,729 |
At the end of the reporting period, outstanding cross-currency swap contracts not under hedge accounting were as follows:
December 31, 2017
| Range of | Range of | ||
|---|---|---|---|
| Notional Amount | Interest Rates | Interest Rates | |
| (In Thousands) | Maturity Date | Paid | Received |
| RMB 20,000 | May 24, 2018 | 2.34%-2.82% | 0.00% |
| RMB 30,000 | June 15, 2018 | 2.34%-2.82% | 0.00% |
| RMB 15,000 | June 15, 2018 | 2.34%-2.82% | 0.00% |
| RMB 10,000 | July 20, 2018 | 2.34%-2.82% | 0.00% |
| RMB 10,000 | July 20, 2018 | 2.34%-2.82% | 0.00% |
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 recognized net gain (loss) of $18,974 thousand and $(50,451) thousand on derivatives financial instrument transactions for the years ended December 31, 2018 and 2017, respectively.
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8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME INVESTMENTS IN EQUITY INSTRUMENTS - 2018
| December 31, | December 31, | |
|---|---|---|
| 2018 | ||
| Current | ||
| Domestic investments | ||
| Listed shares | $ | 652,410 |
| Non-current | ||
| Domestic investments | ||
| Listed shares and emerging market shares | $ | 4,959,369 |
| Unlisted shares | 456,528 | |
| 5,415,897 | ||
| Foreign investments | ||
| Unlisted shares | 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. These investments in equity instruments were classified as available-for-sale under IAS 39. Refer to Note 3, Note 10 and Note 11 for information relating to their reclassification and comparative information for 2017.
Refer to Note 37 for information relating to investments in equity instruments at FVTOCI pledged as security.
9. FINANCIAL ASSETS AT AMORTIZED COST - 2018
| December 31, | |
|---|---|
| 2018 | |
| Current | |
| Time deposits with original maturity of more than 3 months | $ 14,321 |
| Restricted deposits | 32,988 |
| $ 47,309 |
-
a. As of December 31, 2018, the interest rates for time deposits with original maturity of more than 3 months were from 1.69% to 1.76%. The time deposits were classified as debt investments with no active market under IAS 39. Refer to Note 3 and Note 12 for information relating to their reclassification and comparative information for 2017.
-
b. As of December 31, 2018, the interest rate of restricted deposits was 0.30%.
-
34 -
10. AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017
| December 31, | December 31, | |
|---|---|---|
| 2017 | ||
| Current | ||
| Domestic investments | ||
| Listed shares | $ | 910,224 |
| Mutual funds | 17,287 | |
| $ | 927,511 | |
| Non-current | ||
| Domestic investments | ||
| Listed shares | $ | 5,811,708 |
Refer to Note 37 for information relating to available-for-sale financial assets pledged as security.
11. FINANCIAL ASSETS MEASURED AT COST - 2017
| December 31, | |
|---|---|
| 2017 | |
| Non-current | |
| Domestic unlisted ordinary shares | $ 426,348 |
| Classified according to financial asset measurement categories | |
| Available-for-sale financial assets | $ 426,348 |
Management believed that the above unlisted equity investments held by the Group had fair values which cannot be reliably measured, because the range of reasonable fair value estimates was so significant. Therefore, they were measured at cost less impairment at the end of the reporting period.
12. DEBT INVESTMENTS WITH NO ACTIVE MARKET - 2017
| December 31, | |
|---|---|
| 2017 | |
| Current | |
| Time deposits with original maturities of more than 3 months | $ 13,663 |
As of December 31, 2017, the interest rates of the time deposits with original maturities more than 3 months was 1.69%.
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13. 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 | |
|---|---|---|---|
| 2018 $ 345,496 (1,194) $ 344,302 $ 3,742,404 (25,262) $ 3,717,142 $ 6,049 154,709 $ 160,758 |
2017 $ 335,432 (1,291) $ 334,141 $ 3,194,421 (25,719) $ 3,168,702 $ 4,243 94,467 $ 98,710 |
In 2018
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.
Sum of the receivable balance for the year ended December 31, 2018 of the two major customer of the Group, is $469,472 thousand (refer to Note 35). For the receivable balance for the year ended December 31, 2017, the largest customer’s amount is $400,314 thousand. In addition, there are no customers whose amount are beyond 5% of the sum of the 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, 2018
| C Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
redit Rating A C $ 822,667 (10,121) $ 812,546 |
redit Rating B C $ 1,641,819 (6,842) $ 1,634,977 |
redit Rating C C $ 586,414 (2,926) $ 583,488 |
redit Rating D C $ 689,255 (3,846) $ 685,409 |
redit Rating E C $ 726 (4) $ 722 |
redit Rating F C $ 345,496 (1,194) $ 344,302 |
redit Rating G (Note) $ 1,523 (1,523) $ - |
Total $ 4,087,900 (26,456) $ 4,061,444 |
|---|---|---|---|---|---|---|---|---|
Note: As of December 31, 2018, the amount of individually impaired trade receivables was $1,523 thousand. These amounts mainly related to customers that were in liquidation or unsuccessful in debt recovery. The Group did not hold any collateral or other credit enhancements for these receivables.
The aging of receivables was as follows:
| December 31, | |
|---|---|
| 2018 | |
| No past due | $ 4,030,515 |
| Less than 30 days | 51,793 |
| 31-60 days | 3,994 |
| 61-90 days | 1,595 |
| Over 91 days | 3 |
| $ 4,087,900 |
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1, 2018 per IAS 39 Adjustment on initial application of IFRS 9 Balance at January 1, 2018 per IFRS 9 Add: Impairment losses recognized Less: Impairment losses reversed Foreign exchange gains and losses Balance at December 31, 2018 |
2018 $ 25,719 - 25,719 11,654 (11,893) (218) $ 25,262 |
|---|---|
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The movements of the loss allowance of notes receivable were as follows:
Balance at January 1, 2018 per IAS 39 Adjustment on initial application of IFRS 9 Balance at January 1, 2018 per IFRS 9 Add: Impairment losses recognized Less: Impairment losses reversed Foreign exchange gains and losses Balance at December 31, 2018 |
2018 $ 1,291 - 1,291 1,022 (1,119) - $ 1,194 |
|---|---|
In 2017
The Group applied the same credit policy in 2018 and 2017. The Group recognized an allowance for impairment loss of 100% against all receivables over 1 year because historical experience was that receivables that are past due beyond 1 year are not recoverable. Allowance for impairment loss was recognized against trade receivables under 1 year based on the estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.
The aging of receivables was as follows:
| December 31, | |
|---|---|
| 2017 | |
| No past due | $ 3,106,624 |
| Less than 30 days | 71,188 |
| 31-60 days | 2,607 |
| 61-90 days | 30 |
| Over 91 days | 13,972 |
| $ 3,194,421 |
The above aging schedule was based on past due days from the end of the credit term.
The Group base on historical experience and considering clients’ credit quality, and assessed for the past due but not impaired part of trade receivables are not in the condition of impairment.
The movements of the allowance for doubtful trade receivables were as follows:
| Individually Assessed for Impairment Collectively Assessed for Impairment Balance at January 1, 2017 $ 21,056 $ 15,102 Add: Impairment losses recognized 9,417 7,540 Less: Impairment losses reversed - (5,344) Less: Amounts written off during the year as uncollectible (20,630) (621) Foreign exchange gains and losses (323) (478) Balance at December 31, 2017 $ 9,520 $ 16,199 |
Total $ 36,158 16,957 (5,344) (21,251) (801) $ 25,719 |
|---|---|
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Note: As of December 31, 2017, the amount of individually impaired trade receivables was $9,520 thousand. These amounts mainly related to customers that were in liquidation or unsuccessful in debt recovery. The Group did not hold any collateral or other credit enhancements for these receivables.
The aging analysis of individually impaired trade receivables was as follows:
| December 31, | December 31, | ||
|---|---|---|---|
| 2017 | |||
| Less | than 1 year | $ | - |
| Over | 1 year | 9,520 | |
| $ | 9,520 |
The above aging schedule was based on past due days from the end of the credit term.
The movements of the allowance for doubtful notes receivable were as follows:
| Balance at January 1, 2017 Add: Impairment losses recognized Less: Impairment losses reversed Foreign exchange translation gains and losses Balance at December 31, 2017 |
Collectively Assessed for Impairment |
Collectively Assessed for Impairment |
|---|---|---|
| 2017 $ 813 1,417 (943) 4 $ 1,291 |
14. 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 | |
|---|---|---|---|
| 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 |
2017 $ 2,494,031 277,546 154,577 2,164,890 378,924 7,744 1,363,094 866,211 7,707,017 (105,629) $ 7,601,388 |
The Group recognized cost of goods sold are all related to inventories.
The cost of goods sold included inventory write-downs of $180,072 thousand and reversals of inventory write-downs of $(20,120) thousand.
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As of December 31, 2018 and 2017, land held for construction site are expected to be recovered after more than 12 months.
15. 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 Investment activities and 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 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 Industry 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 Industrial, Logical, Pure Fantasy and Goldendust Zhuhai Unicizers Manufacturing and selling of DEHP, PA and MA Zhongshan Unicizers, Logical, Goldendust and Magic Props Zhenjiang Union Chemical Manufacturing and selling of DEHP and PA Zhongshan Unicizers Zhong Shan Union Trading Trading 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 |
Proportion of Ownership (%) December 31 2018 2017 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 hold 74.41% and Daywin hold 25.59%. 1) 100.00 100.00 2) 100.00 100.00 Charmon hold 49.90% and Zhongshan Unicizers hold 50.10%. 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 Dragonoble hold 49.00% and Zhongshan Unicizers hold 51.00%. 2) 100.00 100.00 2) 100.00 100.00 2) 100.00 100.00 Zhongshan Unicizers hold 50.28%, Logical 6.48%, Pure Fantasy hold 17.75% and Goldendust holds 25.49%. 1) 100.00 100.00 Zhongshan Unicizers hold 50.49%, Logical hold 4.01%, Goldendust hold 3.71% and Magic Props hold 41.79%. 1) - 100.00 Since January 7, 2018, Zhongshan Unicizers hold 100%, than merged Zhong Shan Union Trading at May 31, 2018. It was Zhongshan Unicizers Industrial hold 51.00% and Union Hong Kong hold 49.00%. 2) 100.00 100.00 2) 100.00 100.00 Granfaith hold 49.00% and Zhongshan Unicizers hold 51.00%. 2) 100.00 100.00 2) 100.00 100.00 2) |
|---|---|
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As of December 31, 2018, the investment relationship and shareholding ratio of the Company and the individuals controlled by the Company are as follows:
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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%
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%
Zhenjiang Union
Torch Estate
----- End of picture text -----
- 41 -
Remark 1: Material subsidiary. Remark 2: Immaterial subsidiary.
- b. Subsidiaries excluded from the consolidated financial statements: None.
16. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
| Associates that are not individually material Unlisted company Harbinger Ruyi The proportion of voting equity interests acquired of the affiliate: Name of Associate Harbinger Ruyi Aggregate information of associates that are not individually material The Group’s share of: Profit/(loss) Other comprehensive income (loss) Total comprehensive income (loss) |
**December ** | 31 | |
|---|---|---|---|
| 2018 $ 28,350 December |
2017 $ 30,179 31 |
||
| 2018 2017 28.57% 28.57% For the Year Ended December 31 |
|||
| 2018 $ (613) (2,173) $ (2,786) |
2017 $ (620) 790 $ 170 |
17. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2017 Additions Disposals Reclassification Transfers from prepayment for equipment Effect of foreign currency exchange differences Balance at December 31, 2017 Accumulated depreciation Balance at January 1, 2017 Disposals Depreciation expense Effect of foreign currency exchange differences Balance at December 31, 2017 Carrying amounts at December 31, 2017 |
Land $ 1,126,898 - - - - - $ 1,126,898 $ 1,126,898 $ 1,126,898 |
Buildings $ 4,309,792 37,172 (2,745 ) 2,478,155 - (48,549) $ 6,773,825 $ 1,403,867 (2,500 ) 178,800 (18,504) $ 1,561,663 $ 5,212,162 |
Machinery and Equipment $ 8,335,578 178,986 (87,357 ) 1,851,213 1,340 (146,800) $ 10,132,960 $ 5,573,109 (74,003 ) 519,814 (90,551) $ 5,928,369 $ 4,204,591 |
Warehousing Equipment $ 2,488,237 33,322 (4,899 ) 301,963 - (41,181) $ 2,777,442 $ 1,602,642 (2,358 ) 159,030 (22,129) $ 1,737,185 $ 1,040,257 |
Utilities Equipment $ 2,613,461 22,819 (9,102 ) 394,424 - (39,362) $ 2,982,240 $ 2,247,498 (6,838 ) 146,042 (34,870) $ 2,351,832 $ 630,408 |
Transportation Equipment $ 210,955 30,319 (10,745 ) 22,574 - (4,112) $ 248,991 $ 97,688 (9,713 ) 30,512 (1,607) $ 116,880 $ 132,111 |
Other Equipment E $ 903,980 43,590 (12,146 ) 146,613 - (14,925) $ 1,067,112 $ 698,071 (11,714 ) 87,404 (10,574) $ 763,187 $ 303,925 |
Construction in Progress and quipment to Be Inspected Total $ 5,223,678 $ 25,212,579 3,086,230 3,432,438 - (126,994 ) (5,194,942 ) - 38,679 40,019 (344,144) (639,073) $ 2,809,501 $ 27,918,969 $ 11,622,875 (107,126 ) 1,121,602 (178,235) $ 12,459,116 $ 2,809,501 $ 15,459,853 (Continued) |
|---|---|---|---|---|---|---|---|---|
- 42 -
| Cost Balance at January 1, 2018 Additions Disposals Reclassification Transfers from prepayment for equipment Transfer from inventory Effect of foreign currency exchange differences Balance at December 31, 2018 Accumulated depreciation Balance at January 1, 2018 Disposals Depreciation expense Effect 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 (Concluded) |
|---|---|---|---|---|---|---|---|---|
There was no indication of impairment for the years ended December 31, 2018 and 2017.
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful life 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 37.
18. PREPAYMENTS FOR LEASES
| Current assets Non-current assets |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2018 $ 36,263 $ 1,533,456 |
2017 $ 36,867 $ 1,593,083 |
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 37
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19. 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 | |
|---|---|---|---|
| 2018 $ 1,078,207 723,558 380,999 $ 2,182,764 $ 27,337 453,901 118,247 $ 599,485 |
2017 $ 944,804 727,095 239,607 $ 1,911,506 $ 22,284 379,771 376,045 $ 778,100 |
20. BORROWINGS
a. Short-term borrowings
| Unsecured borrowings Bank credit loans Fixed rate loans Floating rate loans |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 4,295,128 $ 3,670,032 625,096 $ 4,295,128 |
2017 $ 7,234,070 $ 7,234,070 - $ 7,234,070 |
The range of interest rates on bank credit loans was 2.85%-4.79% and 0.95%-5.00% per annum as of December 31, 2018 and 2017, respectively.
- b. Short-term bills payable
| December 31, | |
|---|---|
| 2017 | |
| Commercial paper | $ 2,100,000 |
| Less: Unamortized discount on bills payable | (816) |
| $ 2,099,184 | |
| Interest rates | 0.63%-0.81% |
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c. Long-term borrowings
| Secured borrowings (Note 37) Bank loans Unsecured borrowings Bank credit loans Revolving credit loans Less: Current portions Long-term borrowings |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 502,131 2,360,118 6,851,455 9,211,573 9,713,704 (870,711) $ 8,842,993 |
2017 $ 298,643 3,013,440 5,550,000 8,563,440 8,862,083 (803,520) $ 8,058,563 |
The carrying amounts of long-term borrowings were as follows:
| Effective Maturity Day Interest Rate Fixed interest rate loan Unsecured loans (NT$) Used in revolving credit before November 2020 1.10% Used in revolving credit before May 2019 1.22% Used in revolving credit before May 2020 1.10% Used in revolving credit before October 2020 1.06% Used in revolving credit before October 2019 0.98% Used in revolving credit before August 2020 1.15% Used in revolving credit before July 2020 1.22% Used in revolving credit before August 2019 1.22% Used in revolving credit before July 2020 1.21% Used in revolving credit before May 2019 1.21% Used in revolving credit before June 2021 1.20% Used in revolving credit before August 2020 1.20% Used in revolving credit before June 2020 1.28% Used in revolving credit before June 2019 0.96% Used in revolving credit before December 2019 1.20% Used in revolving credit before May 2021 1.20% Unsecured loans (RMB) Repaid in batches before March of 2023 5.00% |
December 31 2018 2017 $ 1,000,000 $ 500,000 - 500,000 500,000 - 600,000 - - 600,000 300,000 - 500,000 - - 500,000 500,000 - - 300,000 300,000 - 500,000 500,000 300,000 600,000 - 150,000 500,000 - 600,000 - 110,088 - (Continued) |
|---|---|
- 45 -
| Effective Maturity Day Interest Rate Secured loans (RMB) Used in revolving credit before July 2019 4.79% Used in revolving credit before July 2019 4.35% Used in revolving credit before July 2019 4.61% Total of fixed interest rate loan Floating interest rate loan Unsecured loans (NT$) Repaid in batches before September 2022 1.36% Used in revolving credit before May 2020 1.09% Used in revolving credit before July 2019 1.15% Repaid in batches before November 2021 1.35% Used in revolving credit before April 2020 1.25% Unsecured loans (US$) Repaid once in May 2019 (US$5,000 thousand) 2.91% Repaid once in May 2019 (US$10,000 thousand) 2.89% Repaid once in October 2019 (US$3,000 thousand) 3.25% Repaid once in July 2018 (US$12,000 thousand) 3.25% Repaid once in October 2019 (US$6,000 thousand) 4.03%/3.07% Repaid once in October 2019 (US$6,000 thousand) 4.02%/3.13% Repaid once in May 2018 (US$5,000 thousand) 2.95% Repaid once in May 2018 (US$5,000 thousand) 2.91% Repaid once in May 2018 (US$5,000 thousand) 2.93% 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%/3.13% 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% Total of floating interest rate loan Total of long-term borrowing Less: Current portions |
December 31 2018 2017 $ 144,105 $ 265,851 - 32,792 358,026 - 6,212,219 3,948,643 500,000 500,000 900,000 900,000 - 500,000 460,000 460,000 - 500,000 - 148,800 - 297,600 - 89,280 - 357,120 184,290 178,560 184,290 178,560 - 148,800 - 148,800 - 148,800 92,145 89,280 122,860 119,040 153,575 148,800 153,575 - 122,860 - 61,430 - 122,860 - 92,145 - 327,960 - 23,495 - 3,501,485 4,913,440 9,713,704 8,862,083 (870,711) (803,520) $ 8,842,993 $ 8,058,563 (Concluded) |
|
|---|---|---|
| 2018 $ 144,105 - 358,026 6,212,219 500,000 900,000 - 460,000 - - - - - 184,290 184,290 - - - 92,145 122,860 153,575 153,575 122,860 61,430 122,860 92,145 327,960 23,495 3,501,485 9,713,704 (870,711) $ 8,842,993 |
- 46 -
21. BONDS PAYABLE
| December 31, | |
|---|---|
| 2018 | |
| Secured domestic bonds | $ 6,000,000 |
| Less: Discount of bonds | (22,142) |
| $ 5,977,858 |
The major terms of the secured domestic bonds as below:
| Repayment and Interest | ||||
|---|---|---|---|---|
| Issuance | Issuance Period | Total Amount | Coupon rate |
Payment |
| 2018-1 | December 2018 to |
$ 6,000,000 | 0.95% | Bullet repayment; interest |
| December 2023 | payable annually |
22. 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 Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
23. 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 Receipts in advance Treasury shares transfer to employees collected in advance Others |
December 31 | December 31 | |
|---|---|---|---|
| 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 |
2017 $ 441,874 333,434 30,399 53,000 8,000 61,681 50,630 144,410 417,786 $ 1,541,214 $ - 331,014 - 12,769 $ 343,783 |
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24. PROVISIONS
| Current Safety provision (a) Non-current Employee benefits (b) |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 129,518 $ 4,853 |
2017 $ 131,090 $ 3,630 |
-
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.
25. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company at 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 $88,302 thousand and $68,276 thousand for the years ended December 31, 2018 and 2017, 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.
- 48 -
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 | |
|---|---|---|---|
| 2018 $ 563,493 (373,071) $ 190,422 |
2017 $ 583,441 (396,268) $ 187,173 |
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, 2017 | $ 622,049 |
$ (444,890) |
$ 177,159 |
| Current service cost | 7,323 | - | 7,323 |
| Net interest expense (income) | 6,161 |
(4,404) |
1,757 |
| Recognized in profit or loss | 13,484 |
(4,404) |
9,080 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | 460 | 460 |
| Actuarial (gain) loss - changes in | |||
| demographic assumptions | 2,715 | - | 2,715 |
| Actuarial (gain) loss - experience | |||
| adjustments | 2,549 |
- |
2,549 |
| Recognized in other comprehensive income | 5,264 |
460 |
5,724 |
| Contributions from the employer | - | (3,007) | (3,007) |
| Benefits paid | (57,356) |
55,573 |
(1,783) |
| Balance at December 31, 2017 | $ 583,441 |
$ (396,268) |
$ 187,173 |
| 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 | |||
| adjustments | 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 |
- 49 -
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.
-
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 |
|---|---|
| 2018 2017 0.875% 1.000% 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 would 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 | |
|---|---|---|---|
| 2018 $ (10,020) $ 10,315 $ 9,976 $ (9,743) |
2017 $ (10,742) $ 11,072 $ 10,721 $ (10,457) |
The sensitivity analysis presented above 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 would 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 | |
|---|---|---|---|
| 2018 $ 2,803 7.4 years |
2017 $ 2,976 7.6 years |
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26. 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 | |
|---|---|---|---|
| 2018 1,600,000 $ 16,000,000 1,293,922 $ 12,939,216 |
2017 1,600,000 $ 16,000,000 1,199,557 $ 11,995,571 |
On June 8, 2018, the shareholder’s meeting resolved to increase capital by transferring the earnings of $943,645 thousand, which increased the share capital issued and fully paid to $12,939,216 thousand, with 1,293,922 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 be used to offset a deficit only Employee share options exercised and expired Treasury stock transfer to employees |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 810,255 21,898 7,930 279,491 182,205 $ 1,301,779 |
2017 $ 810,255 21,898 3,128 279,491 32,345 $ 1,147,117 |
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
Under the dividends policy as set forth in the amended Articles, 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 28-6.
- 51 -
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 2017 and 2016 were approved in the shareholders’ meetings on June 8, 2018 and June 13, 2017, respectively, were as follows:
| Legal reserve Cash dividends Share dividends |
Appropriation of Earnings For the Year Ended December 31 2017 2016 $ 234,241 $ 108,881 1,179,558 679,692 943,645 283,205 |
Dividends Per Share (NT$) |
|---|---|---|
| For the Year Ended December 31 |
||
| 2017 2016 $ 1.00 $ 0.60 0.80 0.25 |
The appropriation of earnings for 2018 had been proposed by the Company’s board of directors on March 22, 2019. The appropriation and dividends per share were as follows:
| Appropriation | Appropriation | Dividends Per | Dividends Per | |
|---|---|---|---|---|
| of | Earnings | Share | (NT$) | |
| Legal reserve | $ | 75,361 |
||
| Cash dividends | 256,766 | $ | 0.20 | |
| Share dividends | 385,150 | 0.30 |
The appropriation of earnings for 2018 are subject to the resolution of the shareholders’ meeting to be held on June 14, 2019.
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.
-
52 -
-
e. Other equity items
-
1) Exchange differences on translating the financial statements of foreign operations
| For the Year Ended December 31 2018 2017 Balance at January 1 $ 58,283 $ 582,195 Effect of change in tax rate 5,660 - Recognized for the year Exchange differences on translating the financial statements of foreign operations (269,503) (551,852) Related income tax (12,880) 27,940 Balance at December 31 $ (218,440) $ 58,283 2) Unrealized gain (loss) on available-for-sale financial assets Balance at January 1, 2017 $ 706,007 Recognized for the year Unrealized gain (loss) on revaluation of available-for-sale financial assets 2,096,330 Share from associates accounted for using the equity method 790 Reclassification adjustment Disposal of available-for-sale financial assets (461,123) Balance at December 31, 2017 $ 2,342,004 3) Unrealized gain (loss) on financial assets at FVTOCI For the Year Ended December 31, 2018 Balance at January 1(IAS 39) $ 2,342,004 Adjustment on initial application of IFRS 9 (366,204) Balance at January 1 (IFRS 9) 1,975,800 Recognized for the year Unrealized gain (loss) - equity instruments (1,221,548) Share from associates accounted for using the equity method (2,173) Balance at December 31 $ 752,079 |
**For the Year Ended ** | **December 31 ** |
|---|---|---|
- 53 -
f. Treasury shares
| Number of shares at January 1, 2017 Decrease during the year Number of shares at December 31, 2017 Decrease during the year Number of shares at December 31, 2018 |
Purpose of Buy-back |
|---|---|
| Shares Transferred to Employees (In Thousands of Shares) 38,417 (5,217) 33,200 (13,200) 20,000 |
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.
27. 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 ** |
|---|---|---|---|
| 2018 $ 61,145,232 113,266 $ 61,258,498 |
2017 $ 50,545,326 54,799 $ 50,600,125 |
28. NET PROFIT
Information about net profit is as follows:
a. Other income
Interest income Operating lease rental income Commissions Income Dividends Government grants income Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 95,523 43,963 1,565 318,144 105,319 126,577 $ 691,091 |
2017 $ 107,974 38,782 1,540 368,591 112,215 132,903 $ 762,005 |
- 54 -
b. Other gains and losses
Gain (loss) on disposal of available-for-sale financial assets Gain (loss) on disposal of Financial Assets Carried at Cost Net gain (loss) on financial instruments at FVTPL Fair value changes of financial assets and financial liabilities Financial assets held for trading Financial assets mandatorily classified as at FVTPL Net foreign exchange gains (losses) Loss on disposal of property, plant and equipment Bank charges Others c. Finance costs Interest on bank loans d. Depreciation and amortization Property, plant and equipment Computer software 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 | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2018 $ - - - 18,974 144 (255,228) (8,859) (34,445) (102,040) $ (381,454) **For the Year Ended ** |
2017 $ 461,123 (2,975) (50,451) - - 287,820 (15,390) (19,715) (112,655) $ 547,757 **December 31 ** |
|||
| 2018 $ 438,431 **For the Year Ended ** |
2017 $ 369,774 **December 31 ** |
|||
| 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 |
2017 $ 1,121,602 1,328 36,489 110,927 $ 1,270,346 $ 979,205 128,400 13,997 $ 1,121,602 $ 116,238 32,218 288 $ 148,744 |
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e. Employee benefits expense
Short-term benefits Post-employment benefits (Note 25) 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 |
|---|---|---|---|
| 2018 $ 965,008 88,302 7,984 96,286 149,860 96,812 $ 1,307,966 $ 857,186 450,780 $ 1,307,966 |
2017 $ 1,092,883 68,276 9,080 77,356 32,345 84,451 $ 1,287,035 $ 823,752 463,283 $ 1,287,035 |
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. The employees’ compensation and the remuneration of directors for the years ended December 31, 2018 and 2017 which were approved by the Company’s board of directors on March 22, 2019 and March 16, 2018, respectively, are as follows:
Accrual rate
Employees’ compensation Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2018 2017 1.39% 1.50% 0.81% 0.33% |
Employees’ compensation Remuneration of directors |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|---|
| 2018 Cash $ 11,000 $ 6,400 |
2017 | |||
| Cash $ 36,000 $ 8,000 |
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, 2017 and 2016.
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Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 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 Net gains or losses |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2018 $ 539,704 (794,932) $ (255,228) |
2017 $ 424,924 (137,104) $ 287,820 |
29. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of tax expense (benefit) are as follows:
Current tax In respect of the current year Adjustments for prior periods Deferred tax In respect of the current period Effect change in tax rates Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 280,132 8,708 288,840 (105,163) 11,592 (93,571) $ 195,269 |
2017 $ 233,783 16,187 249,970 341,897 - 341,897 $ 591,867 |
A reconciliation of accounting profit and income tax expenses is as follows:
Profit before tax from continuing operations Income tax expense calculated at the statutory rate (25%) Permanent differences Tax-exempt income Effect of different tax rate change Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2018 $ 948,879 $ 237,220 52,348 (79,536) (23,471) 8,708 $ 195,269 |
2017 $ 2,934,280 $ 733,570 69,854 (207,429) (20,315) 16,187 $ 591,867 |
In 2017, the applicable corporate income tax rate used by the group entities in the ROC is 17%. However, 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.
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As the status of the 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.
- 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 period 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 ** |
|---|---|---|---|
| 2018 $ (5,660) (3,130) (8,790) 12,880 380 13,260 $ 4,470 |
2017 $ - - - (27,940) (970) (28,910) $ (28,910) |
- c. Current tax assets
| Current tax assets Income tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 97,305 $ 81,672 |
2017 $ 35,856 $ 115,468 |
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, 2018
| Recognized | Recognized | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in Other | ||||||||||
| Recognized | Compre- | |||||||||
| Opening | in | Profit or | hensive | Exchange | Closing | |||||
| Balance | Loss | Income | Differences | Balance |
||||||
| Deferred tax assets | ||||||||||
| Temporary differences | ||||||||||
| Loss of allowance for | ||||||||||
| inventories |
$ | 24,387 | $ | 35,520 |
$ | - |
$ | (1,061) | $ | 58,846 |
| Exchange differences | ||||||||||
| on foreign operations | 32,070 | - | (7,220) | - | 24,850 | |||||
| Defined benefit | ||||||||||
| obligations | 31,820 | 3,510 | 2,750 | - | 38,080 | |||||
| (Continued) |
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| Allowance for bad debt Others Loss carryforwards Deferred tax liabilities Temporary differences Investment income abroad Land revaluation increment tax Others For the year ended December |
Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences $ 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 31, 2017 Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences $ 31,036 $ (6,008) $ - $ (641) 4,130 - 27,940 - 30,110 740 970 - 8,095 2,269 - (132) 46,733 (6,158) - (914) 120,104 (9,157) 28,910 (1,687) 509,969 (331,100) - (15,517) $ 630,073 $ (340,257) $ 28,910 $ (17,204) |
Closing Balance $ 9,527 52,968 184,271 237,558 $ 421,829 $ 109,590 99,828 11,058 $ 220,476 (Concluded) Closing Balance $ 24,387 32,070 31,820 10,232 39,661 138,170 163,352 $ 301,522 (Continued) |
|---|---|---|
Deferred tax assets Temporary differences Loss of allowance for inventories Exchange differences on foreign operations Defined benefit obligations Allowance for bad debt Others Loss carryforwards |
- 59 -
| Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences Deferred tax liabilities Temporary differences Investment income abroad $ 81,170 $ 1,640 $ - $ - Land revaluation increment tax 99,828 - - - $ 180,998 $ 1,640 $ - $ - Unrecognized deferred tax asset items December 2018 Loss carryforwards Expiry in 2021 $ 158 |
Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences Deferred tax liabilities Temporary differences Investment income abroad $ 81,170 $ 1,640 $ - $ - Land revaluation increment tax 99,828 - - - $ 180,998 $ 1,640 $ - $ - Unrecognized deferred tax asset items December 2018 Loss carryforwards Expiry in 2021 $ 158 |
Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences Deferred tax liabilities Temporary differences Investment income abroad $ 81,170 $ 1,640 $ - $ - Land revaluation increment tax 99,828 - - - $ 180,998 $ 1,640 $ - $ - Unrecognized deferred tax asset items December 2018 Loss carryforwards Expiry in 2021 $ 158 |
Opening Balance Recognized in Profit or Loss Recognized in Other Compre- hensive Income Exchange Differences Deferred tax liabilities Temporary differences Investment income abroad $ 81,170 $ 1,640 $ - $ - Land revaluation increment tax 99,828 - - - $ 180,998 $ 1,640 $ - $ - Unrecognized deferred tax asset items December 2018 Loss carryforwards Expiry in 2021 $ 158 |
Closing Balance $ 82,810 99,828 $ 182,638 (Concluded) 31 |
|---|---|---|---|---|
| $ | ||||
| 2018 $ 158 |
2017 $ 158 |
-
e. Unrecognized deferred tax asset items
-
f. Information about unused loss carryforwards
As of December 31, 2018, unused loss carryforwards comprised of:
| Unused Amount | Unused Amount | Expiry Year |
|---|---|---|
| $ | 169 | 2019 |
| 112,530 | 2020 | |
| 94,507 | 2021 | |
| 32,260 | 2022 | |
| 710,766 | 2023 | |
| $ | 950,232 |
- g. Information about unrecognized deferred income tax liabilities associated with investments
As of December 31, 2018 and 2017, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $1,780,000 thousand and $1,450,000 thousand, respectively.
- h. Domestic income tax assessments
| Assessment Year | |
|---|---|
| The Company | 2016 |
| TUI | 2016 |
| WCI | 2017 |
| UVC | 2016 |
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30. EARNINGS PER SHARE
Unit: NT$ Per Share
Basic earnings per share Diluted earnings per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2018 $ 0.59 $ 0.59 |
2017 $ 1.87 $ 1.86 |
The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the issuance of bonus shares on July 22, 2018. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2017 are as follows:
Unit: NT$ Per Share
| Before | After | ||
|---|---|---|---|
| Retrospective | Retrospective |
||
| Adjustment | Adjustment | ||
| Basic earnings per share | $ 2.02 | $ | 1.87 |
| Diluted earnings per share | $ 2.01 | $ | 1.86 |
| Net Profit for the Year | |||
| For the Year Ended December 31 | |||
| 2018 | 2017 | ||
| Earnings used in the computation of basic and diluted earnings per | |||
| share | $ 753,610 | $ 2,342,413 | |
| 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 earnings per share Effect of potentially dilutive ordinary shares Employees’ compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 1,270,602 1,421 1,272,023 |
2017 1,254,510 2,487 1,256,997 |
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 in the following year.
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31. SHARE-BASED PAYMENT ARRANGEMENTS
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, $8.0, respectively. The total compensation cost recognized is $149,860 thousand.
Employees of the Company were transferred 5,217 thousand shares in 2017 according to the treasury stock transfer regulation of the Company by $10.2. The total compensation cost recognized is $32,345 thousand.
32. GOVERNMENT GRANTS
-
a. In 2018 and 2017, the Group received government grants of $91,977 thousand and $105,626 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 2018 and 2017, the long-term deferred income of $1,304 thousand and $1,633 thousand was transferred to other income, respectively.
As of December 31, 2018 and 2017, the balances of the deferred income were $10,398 thousand and $11,884 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 2018 and 2017, the long-term deferred income of $12,038 thousand and $4,956 thousand was transferred to other income, respectively.
As of December 31, 2018 and 2017, the balances of the deferred income were $205,462 thousand and $221,121 thousand, respecti vely.
33. OPERATING LEASE ARRANGEMENTS
- a. The Group as lessee
Operating leases relate to leases of building and storage, re-signing all operating lease contracts every two years.
The Group paid refundable deposits under the operating lease contracts as of December 31, 2018 and 2017 were $5,812 thousand and $5,944 thousand respectively (refer to note 36).
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The future minimum lease payments of non-cancellable operating lease commitments were as follows:
| Not later than 1 year Later than 1 year and not later than 5 years |
December | 31 | |
|---|---|---|---|
| 2018 $ 22,899 2,245 $ 25,144 |
2017 $ 27,418 1,700 $ 29,118 |
b. The Group as lessor
Operating leases relate to leasing of partial of land and building, with lease terms between 1 to 10 years. All operating lease contracts contain market review clauses in the event that the lessees exercise their options to renew.
The Group received guarantee deposits under the operating lease contracts were $12,152 thousand and $4,602 thousand, respectively (refer to note 36).
The future minimum lease collection of non-cancellable operating leases commitments were as follows:
| Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 66,942 246,287 248,815 $ 562,044 |
2017 $ 28,732 70,097 38,450 $ 137,279 |
34. 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.
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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 | |
|---|---|---|---|
| 2018 $ 25,995,786 (4,939,625) $ 21,056,161 $ 45,769,849 (4,939,625) $ 40,830,224 52% |
2017 $ 23,746,073 (6,484,966) $ 17,261,107 $ 45,009,979 (6,484,966) $ 38,525,013 45% |
Note: Cash and cash equivalents including financial assets at amortized cost and debt investments with no active market.
35. 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, 2018
| Financial assets at FVTPL Mutual funds Financial assets at FVTOCI Investments in equity instruments at FVTOCI Domestic listed shares and emerging market shares Domestic unlisted shares Foreign unlisted shares |
Level 1 $ 47,431 $ 5,611,779 - - $ 5,611,779 |
Level 2 $ - $ - - - $ - |
Level 3 $ - $ - 456,528 28,082 $ 484,610 |
Total $ 47,431 $ 5,611,779 456,528 28,082 $ 6,096,389 |
|---|---|---|---|---|
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December 31, 2017
| Available-for-sale Financial assets Equity securities domestic listed shares Mutual funds Financial liabilities at FVTPL Cross currency swap contract |
Level 1 $ 6,721,932 17,287 $ 6,739,219 $ - |
Level 2 $ - - $ - $ 18,729 |
Level 3 $ - - $ - $ - |
Total $ 6,721,932 17,287 $ 6,739,219 $ 18,729 |
|---|---|---|---|---|
There are no transition between Levels 1 and 2 in 2018 and 2017.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
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 Capital reduction Net exchange differences Balance at December 31, 2018 |
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 2 fair value measurement
| Financial Instruments Derivatives - cross currency swap contracts |
Valuation Techniques and Inputs |
|---|---|
| According to the valuation reports provides by financial institutions, the valuation technique is discounted cash flows. Future cash flows are estimated based on observable LIBOR rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. |
- 4) 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 utilizes to evaluate venture capital company. In this approach, it takes the net asset value measured at the fair value into account. The others adopts market approach, which mainly evaluate the fair value of market transaction price and market conditions of similar targets that are subject to investment.
- 65 -
c. Categories of financial instruments
| Financial assets Financial assets at FVTPL Mandatorily classified as at FVTPL Loans and receivables (1) Available-for-sale financial assets (2) Financial assets at amortized cost (3) Equity instruments at FVTOCI Financial liabilities Financial liabilities at FVTPL Held for trading Financial liabilities at amortized cost (4) |
December 31 |
|---|---|
| 2018 2017 $ 47,431 $ - - 10,110,894 - 7,165,567 9,191,307 - 6,096,389 - - 18,729 24,372,863 22,105,724 |
-
1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, notes receivable, trade receivables, other receivables and refundable deposits.
-
2) The balances included the carrying amount of available-for-sale financial assets measured at cost.
-
3) The balances included financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables, other receivables and refundable deposits.
-
4) The balances included financial liabilities at amortized cost, which comprise short-term and long-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 had been no change to the Group exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
Several subsidiaries of the Company had foreign currency sales and purchases, which exposed the Group to foreign currency risk. Approximately 15% of the Group’s sales were denominated in currencies other than the functional currency, whilst almost 30% of costs were denominated in currencies other than the functional currency of the group entity.
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The carrying amounts of the Group’s significant non-functional foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 39.
Sensitivity analysis
The Company was mainly exposed to the USD.
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 adjusts their translation at the end of the reporting period 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 | |
| 2018 2017 $ 67,059 $ 110,896 |
This was mainly attributable to the exposure outstanding on USD receivables, payables and borrowings.
The Group’s sensitivity to foreign currency decreased during the current period mainly due to 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 entities in the Group borrow funds at both fixed and floating interest rates. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite 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 reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial liabilities |
December 31 |
|---|---|
| 2018 2017 $ 409,320 $ 1,100,267 15,860,109 13,281,897 4,126,581 4,913,440 |
The Group was exposed to fair value interest rate risk in relation to fixed-rate bank borrowings and bonds payable. The risk is managed by the Group by maintaining floating-rate borrowings.
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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 reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
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, 2018 and 2017 would decrease/increase by $20,633 thousand and $24,567 thousand, respectively.
The Group’s sensitivity to interest rates decreased during the current period mainly due to decrease of the amount of variable-rate bank borrowings.
c) Other price risk
The Group was exposed to equity price risk through its investments in mutual funds and equity securities. Equity investments are held for strategic rather than 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 reporting period.
If equity prices had been 5% higher/lower, post-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $304,819 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
If equity prices had been 5% higher/lower, post-tax other comprehensive income for the year ended December 31, 2017 would have increased/decreased by $336,961 thousand, as a result of the changes in fair value of available-for-sale investments.
The Group’s sensitivity to equity prices decreased because the Group held less equity securities in the current period.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to discharge an obligation by counterparties of the Group is the carrying amount of the respective recognized financial assets as stated in the balance sheets.
The Company adopted 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 customer. Limits and scoring attributed to customers are reviewed twice a year.
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Besides, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting to ensure that adequate impairment losses are recognized on irrecoverable amounts.
The Group transacts with a large number of related 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 with similar characteristics. Concentration of credit risk to any other counterparty did not exceed 5% of gross monetary assets at any time during 2018 and 2017.
The Group’s concentration of credit risk by geographical locations was mainly mainland China, which accounted for 73% and 72% of total receivables acquired as of December 31, 2018 and 2017, respectively.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents 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, 2018 and 2017, the Group had available unutilized bank loan facilities set out in (b) below.
a) Liquidity and interest risk rate tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed 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.
| Non-derivative Financial Liabilities December 31, 2018 Non-derivative financial liabilities Non-interest bearing liabilities Variable interest rate liabilities Fixed interest rate liabilities December 31, 2017 Non-derivative financial liabilities Non-interest bearing liabilities Variable interest rate liabilities Fixed interest rate liabilities |
0-3 Months $ 3,696,495 356,577 1,656,808 $ 5,709,880 $ 3,410,209 - 6,676,305 $ 10,086,514 |
3 Months to 1 Year $ 289,997 637,099 2,515,355 $ 3,442,451 $ 69,277 803,520 2,656,949 $ 3,529,746 |
1-5 Years $ - 3,132,905 11,687,946 $ 14,820,851 $ - 4,109,920 3,948,643 $ 8,058,563 |
|---|---|---|---|
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b) Financing facilities
| Unsecured bank loan facilities Amount used Amount unused Secured bank loan facilities Amount used Amount unused |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 13,506,701 25,838,445 $ 39,345,146 $ 502,131 - $ 502,131 |
2017 $ 17,896,694 15,698,557 $ 33,595,251 $ 298,643 - $ 298,643 |
36. 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 below.
- a. Related party name and category
Related Party Name Related Party Category Lien Hwa Industrial Corporation (LHIC) With the same chairman Linde Lienhwa Industrial GASES Co., Ltd. (LLIG) Investment accounting for using equity method hold by LHIC Lien Hwa Industrial GASES (Soochow)Co., Ltd. Associates of LLIG (LLIG Soochow) Asia Union Electronic Chemical Corp. (AUECC) Investment accounting for using equity method hold 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/Name Associate of investors with significant influence over the Group |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 51,042 |
2017 $ 15,038 |
- c. Operating lease rental income
Line Item Related Party Category/Name Other income Associate of investors with significant influence over the Group AUECC LPG |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 15,910 5,954 $ 21,864 |
2017 $ 15,910 5,954 $ 21,864 |
-
70 -
-
d. Operating lease rental expense
Line Item Related Party Category/Name Operating expenses Investors with significant influence over the Group LHIC |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 9,658 |
2017 $ 8,943 |
The Group collects or pays the rent to the related parties on monthly bases on reference to the local rent level. Please refer to Note 33.
- e. Service revenue
| Line Item Related Party Category/Name Other income Associate of investors with significant influence over the Group Investors with significant influence over the Group |
December | 31 | |
|---|---|---|---|
| 2018 $ 53 480 $ 533 |
2017 $ 3,918 480 $ 4,398 |
Transactions with related parties were made at prices and terms comparable to those that would be obtained in similar transactions with non-related parties.
- f. Other receivables from related parties (excluding loans to related parties)
| Line Item Related Party Category/Name Other receivables - related parties Associate of investors with significant influence over the Group LPG LLIG Investors with significant influence over the Group Refundable deposits Line Item Related Party Category/Name Other non-current assets Investors with significant influence over the Group LHIC |
December | 31 | |
|---|---|---|---|
| 2018 2017 $ 1,609 $ 1,554 492 495 42 42 $ 2,143 $ 2,091 For the Year Ended December 31 |
|||
| 2018 $ 1,692 |
2017 $ 1,824 |
-
g. Refundable deposits
-
71 -
h. Payables to related parties
Line Item Related Party Category/Name Accounts payable Associate of investors with significant influence over the Group |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 5,186 |
2017 $ 1,210 |
i. Guarantee deposits received
| Line Item Related Party Category/Name Guarantee deposits received Associate of investors with significant influence over the Group AUECC |
December | 31 | |
|---|---|---|---|
| 2018 $ 3,315 |
2017 $ 3,315 |
- j. Compensation of key management personnel
The remuneration of directors and other members of key management personnel was as follow:
| Short-term employee benefits Post-employment benefits Share-based payments |
December | 31 | |
|---|---|---|---|
| 2018 $ 29,922 368 13,027 $ 43,317 |
2017 $ 29,431 311 3,100 $ 32,842 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
37. 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 available-for-sale financial assets) Shares (recorded as financial assets at FVTOCI) Land use right (recorded as long-term repayments for leases) |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 203,058 - 99,600 860 $ 303,518 |
2017 $ 234,437 152,000 - 927 $ 387,364 |
- 72 -
38. 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, 2018 and 2017 were as follows:
-
a. As of December 31, 2018 and 2017, unused letters of credit for purchases of raw materials, machinery and equipment amounted to approximately $849,186 thousand and $763,682 thousand, respectively.
-
b. Unrecognized commitments were as follows:
| Acquisition of raw materials Acquisition of property, plant and equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 2,264,915 $ 1,332,748 |
2017 $ 2,291,233 $ 1,263,420 |
-
c. As of December 31, 2018, the Group provided financial guarantee for either directly or indirectly purchase raw materials or bank loan facilities. The amount of financial guarantee as follow:
-
1) Taizhou Union Plastics - US$22,000 thousand.
-
2) UPC Chemicals (Malaysia) - US$45,000 thousand.
-
3) Panjin Union Logistics - US$11,000 thousand.
-
4) Nanchong Unicizers - US$25,000 thousand and RMB218,000 thousand.
-
5) Panjin Union Materials - US$25,000 thousand and RMB100,000 thousand.
-
6) Panjin Union Chemical - US$45,000 thousand and RMB220,000 thousand.
39. 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 and the related exchange rates between foreign currencies and respective functional currencies were as follows:
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) |
Carrying Amount $ 174,953 852,587 97,520 83,425 $ 1,208,485 (Continued) |
|---|---|
- 73 -
| Foreign Currencies (In Thousands) Exchange Rate 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) December 31, 2017 Foreign Currencies (In Thousands) Exchange Rate Financial assets Monetary items USD $ 4,143 29.760 (USD:NTD) USD 44,539 6.534 (USD:RMB) USD 3,231 7.817 (USD:HKD) MYR 12,031 4.062 (USD:MYR) Non-monetary items Investments accounted for using equity method USD 1,014 29.760 (USD:NTD) Financial liabilities Monetary items USD 16,392 29.760 (USD:NTD) USD 159,732 6.534 (USD:RMB) MYR 16,408 4.062 (USD:MYR) |
Carrying Amount $ 28,350 $ 399,449 2,960,895 297,377 $ 3,657,721 (Concluded) Carrying Amount $ 123,296 1,325,481 96,155 88,144 $ 1,633,076 $ 30,179 $ 487,826 4,753,624 120,212 $ 5,361,662 |
|---|---|
For the years ended December 31, 2018 and 2017, net foreign exchange gains (losses) were $(255,228) thousand and $287,820 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 group entities.
- 74 -
40. 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 (Table 5)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 6)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 8)
-
9) Trading in derivative instruments (Note 7)
-
10) Intercompany relationships and significant intercompany transactions (Table 9)
-
11) Information on investees (Table 10)
-
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 period, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 11)
-
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 period (Table 12)
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period (Table 12)
-
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 period and the purposes (Note 38 and Table 12)
-
-
75 -
-
e) The highest balance, the end of period balance, the interest rate range, and total current period 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)
41. 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, Zhong Shan Union Trading and Guangdong Union Logistics.
-
Northern China - Panjin Union Chemical, Panjin Union Logistics and Panjin Union Materials.
-
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. 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 |
Fo | r theyear ended D | ecember 31, 2018 | |||||
|---|---|---|---|---|---|---|---|---|
| Eastern China $ 32,677,924 1,435,219 $ 34,113,143 $ 122,234 87,196 640,984 51,046 786,896 |
Southern 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 $ 15,846,074 4,768,779 |
Southern 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 |
- 76 -
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 |
F | or theyear ended D | ecember 31, 2017 | |||||
|---|---|---|---|---|---|---|---|---|
| Eastern China S $ 28,188,736 1,031,309 $ 29,220,045 $ 72,654 80,464 631,034 53,826 850,087 |
outhern China $ 13,316,059 846,343 $ 14,162,402 $ 8,702 93,262 300,530 38,549 553,187 |
Northern China $ 884,277 138,121 $ 1,022,398 $ 1,670 33,264 33,444 25,614 37,411 |
Central China Taiwan $ 2,026,255 $ 4,687,612 698,971 39,402 $ 2,725,226 $ 4,727,014 $ 4,411 $ 919 35,523 103,933 68,638 51,172 11,037 10,659 (4,176 ) 854,608 December 31, 2017 |
Other Regions Adjustment and Elimination $ 1,497,186 $ - 7,199,831 (9,953,977) $ 8,697,017 $ (9,953,977) $ 19,618 $ - 23,328 - 36,784 - 9,059 - 51,296 - |
Total $ 50,600,125 - $ 50,600,125 $ 107,974 369,774 1,121,602 148,744 2,342,413 |
|||
| Eastern China S $ 15,831,365 5,488,274 |
outhern China $ 6,502,943 3,471,943 |
Northern China $ 8,059,622 4,240,508 |
Central China Taiwan $ 3,533,409 $ 35,438,798 1,937,567 12,180,207 |
Other Regions Adjustment and Elimination $ 5,987,810 $ (30,343,968 ) 2,648,015 (6,220,441 ) |
Total $ 45,009,979 23,746,073 |
- c. Revenue from major products and services
The Group’s major products and sales petroleum products, amounted to more than 90%.
d. Geographical information
The Group major 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.
| China Taiwan Others |
Revenue from External Customers For the Year Ended December 31 2018 2017 $ 54,197,306 $ 44,415,327 4,508,274 4,687,612 2,552,918 1,497,186 $ 61,258,498 $ 50,600,125 |
Non-current Assets | Non-current Assets | |
|---|---|---|---|---|
| December 31 | ||||
| 2018 $ 15,848,463 1,876,968 1,487,491 $ 19,212,922 |
2017 $ 15,015,483 1,611,161 1,211,840 $ 17,838,484 |
Non-current assets includes 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, 2018 and 2017.
- 77 -
TABLE 1
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Financing Company |
Counter-Party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance | Amount Actual Drawn |
Interest Rate | Nature of Financing |
Transaction Amount |
Reasons for Financing |
Allowance for Bad Debt |
Collateral | Collateral | Financing Limits for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 1 | Zhenjiang Union Chemical |
Taizhou Union Logistics Nanchong Unicizers ZhenJiang Union Torch Estate Panjin Union Logistics Panjin Union Chemical |
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 |
$ 98,457 (RMB 22,000 thousand) 250,617 (RMB 56,000 thousand) 1,029,319 (RMB 230,000 thousand) 89,506 (RMB 20,000 thousand) 537,036 (RMB 120,000 thousand) |
$ - - 626,542 (RMB 140,000 thousand) - 223,765 (RMB 50,000 thousand) |
$ - - 523,610 (RMB 117,000 thousand) - 223,765 (RMB 50,000 thousand) |
1.75% 4.45%-4.73% 4.45%-4.73% 4.92% 4.63%-4.92% |
2 2 2 2 2 |
$ - - - - - |
Operating capital Operating capital, equipment purchase and construction payment Operating capital Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment |
$ - - - - - |
- - - - - |
$ - - - - - |
$ 2,089,423 (RMB 466,879 thousand) (Note 3) 2,089,423 (RMB 466,879 thousand) (Note 3) 2,089,423 (RMB 466,879 thousand) (Note 3) 2,089,423 (RMB 466,879 thousand) (Note 3) 2,089,423 (RMB 466,879 thousand) (Note 3) |
$ 4,178,846 (RMB 933,758 thousand) (Note 4) 4,178,846 (RMB 933,758 thousand) (Note 4) 4,178,846 (RMB 933,758 thousand) (Note 4) 4,178,846 (RMB 933,758 thousand) (Note 4) 4,178,846 (RMB 933,758 thousand) (Note 4) |
| 2 | Glory Ace | Zhongshan Unicizers Taizhou Union Chemical UPC Chemicals (Malaysia) Panjin Union Chemical Panjin Union Logistics |
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 |
201,389 (RMB 45,000 thousand) 290,895 (RMB 65,000 thousand) 322,508 (US$ 10,500 thousand) 749,879 (RMB 20,000 thousand) (US$ 21,500 thousand) 92,145 (US$ 3,000 thousand) |
- - 322,508 (US$ 10,500 thousand) 660,373 (US$ 21,500 thousand) 92,145 (US$ 3,000 thousand) |
- - 322,508 (US$ 10,500 thousand) 414,653 (US$ 13,500 thousand) 92,145 (US$ 3,000 thousand) |
2.75%-2.82% - 1.70%-3.65% 2.34%-3.34% 2.93%-3.57% |
2 2 2 2 2 |
- - - - - |
Operating capital Operating capital Operating capital Operating capital, equipment purchase and construction payment Operating capital, equipment purchase and construction payment |
- - - - - |
- - - - - |
- - - - - |
1,017,276 (US$ 33,120 thousand) (Note 5) 1,017,276 (US$ 33,120 thousand) (Note 5) 1,017,276 (US$ 33,120 thousand) (Note 5) 1,017,276 (US$ 33,120 thousand) (Note 5) 1,017,276 (US$ 33,120 thousand) (Note 5) |
2,034,552 (US$ 66,240 thousand) (Note 6) 2,034,552 (US$ 66,240 thousand) (Note 6) 2,034,552 (US$ 66,240 thousand) (Note 6) 2,034,552 (US$ 66,240 thousand) (Note 6) 2,034,552 (US$ 66,240 thousand) (Note 6) |
(Continued)
- 78 -
| No. | Financing Company |
Counter-Party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance | Amount Actual Drawn |
Interest Rate | Nature of Financing |
Transaction Amount |
Reasons for Financing |
Allowance for Bad Debt |
**Collateral ** | **Collateral ** | Financing Limits for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 3 | CHL | UPC Chemicals (Malaysia) |
Receivable from related parties |
Yes | $ 491,440 (US$ 16,000 thousand) |
$ 491,440 (US$ 16,000 thousand) |
$ 491,440 (US$ 16,000 thousand) |
1.50%-1.85% | 2 | $ - | Operating capital | $ - | - | $ - | $ 10,895,288 (US$ 354,722 thousand) (Note 7) |
$ 21,790,576 (US$ 709,444 thousand) (Note 8) |
| 4 | Zhong Shan Union Trading |
Zhuhai Unicizers | Receivable from related parties |
Yes | 44,753 (RMB 10,000 thousand) |
- | - |
1.75% | 2 | - | Operating capital | - |
- | - | 143,400 (RMB 32,043 thousand) (Note 9) |
143,400 (RMB 32,043 thousand) (Note 10) |
| 5 | Guangdong Union Logistics |
Zhuhai Unicizers | Receivable from related parties |
Yes | 67,130 (RMB 15,000 thousand) |
67,130 (RMB 15,000 thousand) |
67,130 (RMB 15,000 thousand) |
1.75%-4.63% | 2 | - | Operating capital | - |
- | - | 149,342 (RMB 33,370 thousand) (Note 11) |
149,342 (RMB 33,370 thousand) (Note 12) |
| 6 | Jiangsu Union Logistics |
ZhenJiang Union Torch Estate Panjin Union Chemical |
Receivable from related parties Receivable from related parties |
Yes Yes |
84,583 (RMB 18,900 thousand) 84,583 (RMB 19,000 thousand) |
- 85,031 (RMB 19,000 thousand) |
- 85,031 (RMB 19,000 thousand) |
1.75% 4.63% |
2 2 |
- - |
Operating capital Operating capital, equipment purchase and construction payment |
- - |
- - |
- - |
87,527 (RMB 19,558 thousand) (Note 13) 87,527 (RMB 19,558 thousand) (Note 13) |
175,054 (RMB 39,116 thousand) (Note 14) 175,054 (RMB 39,116 thousand) (Note 14) |
| 7 | Taizhou Union Plastics |
Nanchong Unicizers Panjin Union Logistics Panjin Union Materials Panjin Union Chemical Taizhou Union Logistics ZhenJiang Union Torch Estate 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 Receivable from related parties |
Yes Yes Yes Yes Yes Yes Yes |
268,518 (RMB 60,000 thousand) 268,518 (RMB 60,000 thousand) 760,801 (RMB 170,000 thousand) 537,036 (RMB 120,000 thousand) 201,389 (RMB 45,000 thousand) 626,542 (RMB 140,000 thousand) 134,259 (RMB 30,000 thousand) |
268,518 (RMB 60,000 thousand) 179,012 (RMB 40,000 thousand) 537,036 (RMB 120,000 thousand) 447,530 (RMB 100,000 thousand) 179,012 (RMB 40,000 thousand) - 134,259 (RMB 30,000 thousand) |
268,518 (RMB 60,000 thousand) 179,012 (RMB 40,000 thousand) 537,036 (RMB 120,000 thousand) 447,530 (RMB 100,000 thousand) 8,951 (RMB 2,000 thousand) - - |
4.63%-4.68% 4.63%-4.73% 4.63%-4.73% 4.63%-4.73% 4.63% - - |
2 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 Operating capital |
- - - - - - - |
- - - - - - - |
- - - - - - - |
1,975,597 (RMB 441,445 thousand) (Note 15) 1,975,597 (RMB 441,445 thousand) (Note15) 1,975,597 (RMB 441,445 thousand) (Note 15) 1,975,597 (RMB 441,445 thousand) (Note 15) 1,975,597 (RMB 441,445 thousand) (Note 15) 1,975,597 (RMB 441,445 thousand) (Note 15) 1,975,597 (RMB 441,445 thousand) (Note 15) |
3,951,195 (RMB 882,889 thousand) (Note 16) 3,951,195 (RMB 882,889 thousand) (Note 16) 3,951,195 (RMB 882,889 thousand) (Note 16) 3,951,195 (RMB 882,889 thousand) (Note 16) 3,951,195 (RMB 882,889 thousand) (Note 16) 3,951,195 (RMB 882,889 thousand) (Note 16) 3,951,195 (RMB 882,889 thousand) (Note 16) |
(Continued)
- 79 -
| No. | Financing Company |
Counter-Party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance | Amount Actual Drawn |
Interest Rate | Nature of Financing |
Transaction Amount |
Reasons for Financing |
Allowance for Bad Debt |
**Collateral ** | **Collateral ** | Financing Limits for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 8 | Sichung Logistics | Nanchong Unicizers | Receivable from related parties |
Yes | $ 96,219 (RMB 21,500 thousand) |
$ 96,219 (RMB 21,500 thousand) |
$ 29,089 (RMB 6,500 thousand) |
4.72% | 2 | $ | Operating capital, equipment purchase and construction payment |
- | $ - | $ 143,194 (RMB 31,997 thousand) (Note 17) |
$ 143,194 (RMB 31,997 thousand) (Note 18) |
|
| 9 | Union Hong Kong | Panjin Union Logistics |
Receivable from related parties |
Yes | 92,145 (US$ 3,000 thousand) |
62,654 (RMB 14,000 thousand) |
- | - | 2 | Operating capital, equipment purchase and construction payment |
- | - | 172,830 (HK$ 44,078 thousand) (Note 19) |
172,830 (HK$ 44,078 thousand) (Note 20) |
||
| 10 | Zhuhai Unicizers | Zhongshang Unicizers | Receivable from related parties |
Yes | 179,012 (RMB 40,000 thousand) |
134,259 (RMB 30,000 thousand) |
- | 4.63% | 2 | Operating capital | - | - | 1,210,078 (RMB 270,391 thousand) (Note 21) |
2,420,156 (RMB 540,781 thousand) (Note 22) |
||
| 11 | Zhongshang Unicizers |
Zhuhai Unicizers | Receivable from related parties |
Yes | 134,259 (RMB 30,000 thousand) |
134,259 (RMB 30,000 thousand) |
- | - | 2 | Operating capital | - | - | 3,240,652 (RMB 724,119 thousand) (Note 23) |
6,481,304 (RMB1,448,239 thousand) (Note 24) |
||
| $ 4,741,692 | $ 3,690,418 | $ - |
Note 1: Zhenjiang Union Chemical fill in 1. Glory Ace fill in 2. CHL fill in 3. Zhong Shan Union Trading fill in 4. Guangdong Union Logistics fill in 5. Jiangsu Union Logistics fill in 6. Taizhou Union Plastics fill in 7. Sichung Logistics fill in 8. Union Hong Kong fill in 9. Zhuhai Unicizers fill in 10. Zhongshan Unicizers fill in 11.
Note 2: The nature of financing as follow:
- a. Business transaction, fill in 1.
b. The need for short-term financing, fill in 2.
Note 3: Financing limit for each borrower company shall not exceeded 50% of Zhenjiang Union’s Chemical net equity in latest financial statement which were audited or review by accountant.
Note 4: Financing company’s total financing amount limits shall not exceeded 100% of Zhenjiang Union Chemical’s net equity in latest financial statement which were audited or review by accountant.
Note 5: Financing limit for each borrower company shall not exceeded 50% of Glory Ace’s net equity in latest financial statement which were audited or review by accountant.
Note 6: Financing company’s total financing amount limits shall not exceeded 100% of Glory Ace’s net equity in latest financial statement which were audited or review by accountant.
Note 7: Financing limit for each borrower company shall not exceeded 50% of CHL’s net equity in latest financial statement which were audited or review by accountant.
Note 8: Financing company’s total financing amount limits shall not exceeded 100% of CHL’s net equity in latest financial statement which were audited or review by accountant.
Note 9: Financing limit for each borrower company shall not exceeded 100% of Zhong Shan Union Trading’s net equity in latest financial statement which were audited or review by accountant.
Note 10: Financing company’s total financing amount limits shall not exceeded 100% of Zhong Shan Union Trading’s net equity in latest financial statement which were audited or review by accountant.
Note 11: Financing limit for each borrower company shall not exceeded 100% of Guangdong Union Logistics’s net equity in latest financial statement which were audited or review by accountant. Note 12: Financing company’s total financing amount limits shall not exceeded 100% of Guangdong Union Logistics’s net equity in latest financial statement which were audited or review by accountant.
Note 13: Financing limit for each borrower company shall not exceeded 50% of Jiangsu Union Logistics’s net equity in latest financial statement which were audited or review by accountant.
Note 14: Financing company’s total financing amount limits shall not exceeded 100% of Jiangsu Union Logistics’s net equity in latest financial statement which were audited or review by accountant.
Note 15: Financing limit for each borrower company shall not exceeded 50% of Taizhou Union Plastics’s net equity in latest financial statement which were audited or review by accountant.
(Continued)
- 80 -
(Concluded)
Note 16: Financing company’s total financing amount limits shall not exceeded 100% of Taizhou Union Plastics’s net equity in latest financial statement which were audited or review by accountant.
Note 17: Financing limit for each borrower company shall not exceeded 100% of Sichung Logistics’s net equity in latest financial statement which were audited or review by accountant.
Note 18: Financing company’s total financing amount limits shall not exceeded 100% of Sichung Logistics’s net equity in latest financial statement which were audited or review by accountant.
Note 19: Financing limit for each borrower company shall not exceeded 100% of Union Hong Kong Petrochemicals’s net equity in latest financial statement which were audited or review by accountant. Note 20: Financing company’s total financing amount limits shall not exceeded 100% of Union Hong Kong Petrochemicals’s net equity in latest financial statement which were audited or review by accountant.
Note 21: Financing limit for each borrower company shall not exceeded 50% of Zhuhai Unicizers’s net equity in latest financial statement which were audited or review by accountant.
Note 22: Financing company’s total financing amount limits shall not exceeded 100% of Zhuhai Unicizers’s net equity in latest financial statement which were audited or review by accountant.
Note 23: Financing limit for each borrower company shall not exceeded 50% of Zhongshan Unicizers’s net equity in latest financial statement which were audited or review by accountant.
Note 24: Financing company’s total financing amount limits shall not exceeded 100% of Zhongshan Unicizers’s net equity in latest financial statement which were audited or review by accountant.
- 81 -
TABLE 2
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Guaranteed Party | Guaranteed Party | Limit on Endorsement/ Guarantee Amount Provided to Each Guarantee Party |
Maximum Balance During 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 Subsidiaries |
Guarantee Provided to subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship (Note 2) |
||||||||||||
| 0 | The Company | Glory Ace Taizhou Union Plastics Nanchong Unicizers UPC Chemicals (Malaysia) Panjin Union Materials |
b. c. c. c. c. |
$ 10,408,897 (Note 3) |
$ 767,875 (US$ 25,000 thousand) 675,730 (US$ 22,000 thousand) 2,214,667 (US$ 40,000 thousand and EUR 297 thousand and RMB 218,000 thousand) 1,689,325 (US$ 55,000 thousand) 1,231,246 (US$ 25,000 thousand and EUR 450 thousand and RMB 100,000 thousand) |
$ - 675,730 (US$ 22,000 thousand) 1,743,490 (US$ 25,000 thousand and RMB 218,000 thousand) 1,382,175 (US$ 45,000 thousand) 1,215,405 (US$ 25,000 thousand and RMB 100,000 thousand) |
$ - 253,657 (US$ 8,258 thousand) 980,172 (US$ 10,000 thousand and RMB 150,386 thousand) 284,202 (MYR 12 thousand and US$ 9,250 thousand) 399,295 (US$ 13,000 thousand) |
$ - - - - - |
- 3.25% 8.38% 6.64% 5.84% |
$ 31,226,691 (Note 3) |
Y Y Y Y Y |
N N N N N |
N Y Y N Y |
(Continued)
- 82 -
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Guaranteed Party | Guaranteed Party | Limit on Endorsement/ Guarantee Amount Provided to Each Guarantee Party |
Maximum Balance During 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 Subsidiaries |
Guarantee Provided to subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | ||||||||||||
| Panjin Union Logistics Panjin Union Chemical |
c. c. |
$ 798,590 (US$ 26,000 thousand) 2,684,460 (US$ 55,000 thousand and EUR 300 thousand and RMB 220,000 thousand) |
$ 337,865 (US$ 11,000 thousand) 2,366,741 (US$ 45,000 thousand and RMB 220,000 thousand) |
$ 276,435 (US$ 9,000 thousand) 948,289 (US$ 24,656 thousand and RMB 42,694 thousand) |
$ - - |
1.62% 11.37% |
Y Y |
N N |
Y Y |
||||
| 1 | Zhongshan Unicizers | Nanchong Unicizers Panjin Union Chemical Panjin Union Materials |
b. b. c. |
$ 3,240,652 (Note 3) |
1,790,120 (RMB 400,000 thousand) 458,718 (RMB 102,500 thousand) 223,765 (RMB 50,000 thousand) |
1,790,120 (RMB 400,000 thousand) 223,765 (RMB 50,000 thousand) 223,765 (RMB 50,000 thousand) |
268,518 (RMB 60,000 thousand) 223,765 (RMB 50,000 thousand) 134,259 (RMB 30,000 thousand) |
- - - |
27.62% 3.45% 3.45% |
$ 9,721,956 (Note 3) |
Y Y N |
N N N |
Y Y Y |
Note 1: The Company fill in 0.Zhongshan Unicizers fill in 1.
Note 2: Relationships between the endorser/guarantor and the party being endorsed/guarantee are as follow:
-
a. A company that the Corporation has business relationship with.
-
b. The Company owns directly or indirectly over 50% ownership of the subsidiary.
-
c. The Company that owns directly or indirectly hold over 50% ownership of the invested company.
-
d. In between companies that were held over 90% of voting shares directly and indirectly by an entity.
-
e. The Corporation is required to provide guarantees or endorsements for the construction project based on the construction contract.
f. Shareholder of the investee provides endorsements/guarantees to the Company in proportion to their shareholding percentages.
g. According to Consumer Protection ACT, companies in the same industry enter into collateral performance guarantees for pre-construction home sales agreements.
Note 3: The limit of total amount endorsed shall not exceeding 150% of the Company and Zhongshan Unicizers’s net equity in latest financial statement which are audited or review by accountant; the limit of amount endorsed of each borrower shall not exceeding 50% of the Company and Zhongshan Unicizers’s net equity in latest financial statement which are audited or review by accountant.
(Concluded)
- 83 -
TABLE 3
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2018
(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, 2018 | December 31, 2018 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Unit | Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| The Company UVC Inno Strategy WCI |
Domestic listed shares Lien Hwa Industrial Corporation 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 HEP TECH CO., LTD. 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. Green Rich Technology Co., Ltd Mutual funds Capital Money Market Fund Foreign unlisted 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 The Company is its director |
Financial assets at FVTOCI - noncurrent〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Financial assets at FVTPL - current Financial assets at FVTOCI - noncurrent Financial assets at FVTOCI - noncurrent 〃 |
101,836 77,486 793 4,923 345 4,648 18 19 517 15 1,069 10,000 2,738 447 306 133 35 2,944 246 9,217 4,848 |
$ 3,019,433 1,910,042 7,903 56,070 3,406 56,753 271 516 4,184 430 13,053 100,300 27,375 2,426 3,008 3,495 - 47,431 23,036 90,974 87,266 |
9.68 8.27 0.24 17.29 3.35 13.28 0.06 0.03 1.39 15.00 3.05 9.39 13.90 1.10 1.24 0.25 0.35 0.25 19.99 19.99 |
$ 3,019,433 1,910,042 7,903 56,070 3,406 56,753 271 516 4,184 430 13,053 100,300 27,375 2,426 3,008 3,495 - 47,431 23,036 90,974 87,266 |
(Continued)
- 84 -
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | December 31, 2018 | December 31, 2018 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Unit | Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| TUI CHL |
Domestic unlisted 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 |
With the same chairman〃 |
Financial assets at FVTOCI - current〃〃Financial assets at FVTOCI - noncurrent 〃〃〃 |
1,987 20,933 29,951 11 863 728 192 |
$ 79,877 274,220 298,313 54 11,918 17,020 5,046 |
0.34 3.78 9.14 - 19.99 0.22 3.33 |
$ 79,877 274,220 298,313 54 11,918 17,020 5,046 |
Note 1: The definition of marketable securities the table mentioned are shares, mutual funds and the items derived from above which are under IFRS 9 “Financial Instruments”.
Note 2: For issuers of financial instruments which are not related parties, can skip the column.
Note 3: Those which are measured at fair value, please fill in the column of carrying amount with the amount that is after valuation and after deducting allowance; for those who are not measured at fair value, please fill in the column of carrying amount with amortised cost.
Note 4: For the information on investments in subsidiaries and associates, refer to Table 10 and Table 11 for details.
(Concluded)
- 85 -
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, 2018 (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 | Share of Profit and Loss |
Evaluation of Change in Profit and Loss |
**Ending ** | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share/Unit | Amount | Share/Unit | Amount | Share/Unit | Amount | Carrying Amount |
Gain (Loss) on **Disposal ** |
Share/Unit |
Amount | |||||||
| The Company CHL Goldendust Pagerise Zhongshan Unicizers |
Shares CHL Shares Goldendust Shares Pagerise Investment certificate Zhongshan Unicizers Investment certificate Panjin Union Logistics Investment certificate Panjin Union Chemical Investment certificate Nanchong Unicizers |
Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method |
Amount of the original contribution Amount of the original contribution Amount of the original contribution Amount of the original contribution Amount of the original contribution Amount of the original contribution Amount of the original contribution |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
366,294 54,148 17,000 (Note 3) (Note 3) (Note 3) (Note 3) |
$ 20,117,099 6,487,829 620,537 5,598,702 620,537 738,403 591,646 |
50,010 33,060 15,000 (Note 3) (Note 3) (Note 3) (Note 3) |
$ 1,476,340 975,354 443,370 975,354 443,370 505,697 327,861 |
- - - - - - - |
$ - - - - - - - |
$ - - - - - - - |
$ - - - - - - - |
$ 411,477 (8,049 ) (4,008 ) (31,235 ) (4,008 ) (152,859 ) (115,861 ) |
$ (336,997 ) (Note 1) (229,948 ) (Note 2) (27,669 ) (Note 2) (121,270 ) (Note 2) (27,669 ) (Note 2) (33,672 ) (Note 2) (17,712 ) (Note 2) |
$ 416,304 87,208 32,000 (Note 3) (Note 3) (Note 3) (Note 3) |
$ 21,667,919 7,225,186 1,032,230 6,421,551 1,032,230 1,057,569 785,934 |
Note 1: Recognition of the exchange differences on translating the financial statements of foreign operations $(335,131) thousand and Gain (loss) on financial assets at fair value through other comprehensive income $(1,866) thousand.
Note 2: Recognition of the exchange differences on translating the financial statements of foreign operations.
Note 3: Limited company.
- 86 -
TABLE 5
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Property | Event Date | Transaction Amount |
Payment Status |
Counterparty | Relationship | Information on Previous Title Transfer If Counterparty Is A Related Party |
Information on Previous Title Transfer If Counterparty Is A Related Party |
Information on Previous Title Transfer If Counterparty Is A Related Party |
Information on Previous Title Transfer If Counterparty Is A Related Party |
Pricing Reference |
Purpose of Acquisition |
Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Owner |
Relationship | Transaction Date |
Amount | ||||||||||
| Zhenjiang Union Chemical |
Building at Yinshan North Road, Zhenjiang New District, Jiangsu Province |
2018.3.16 | $ 104,042 | According to the contract |
ZhenJiang Union Torch Estate |
Subsidiary | Not applicable | Not applicable | Not applicable | Not applicable | Reference the valuation report and the condition of market |
For long-term operation |
None |
- 87 -
TABLE 6
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
DISPOSAL OF INDIVIDUAL REAL ESTATE AT PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Seller | Property | Event Date | Original Acquisition Date |
Carrying Amount |
Transaction Amount |
Collection | Gain (Loss) on Disposal |
Counterparty | Relationship | Purpose of Disposal |
Price Reference | Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ZhenJiang Union Torch Estate |
Building at Yinshan North Road, Zhenjiang New District, Jiangsu Province |
2018.3.16 |
2012.4.27 | $ 104,042 | $ 104,042 | According to the contract |
$ - | Zhenjiang Union Chemical |
Parent | For long-term operation |
Reference the valuation report and the condition of market |
None |
- 88 -
TABLE 7
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, 2018
(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 ZhenJiang Union Torch Estate Taizhou Union Chemical Zhuhai Unicizers Panjin Union Chemical Nanchong Unicizers UPC Chemicals (Malaysia) The Company Zhongshan Unicizers Taizhou Union Chemical |
The Company Zhongshan Unicizers Taizhou Union Chemical Zhuhai Unicizers Zhenjiang Union Chemical UPC Chemicals (Malaysia) Zhenjiang Union Chemical Zhenjiang Union Chemical Nanchong Unicizers Panjin Union Chemical The Company Zhenjiang Union Chemical Zhuhai Unicizers Zhenjiang Union Chemical Taizhou Union Chemical Glory Ace Glory Ace Glory Ace |
Entity that the Company direct or indirect investment in 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃 |
Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Purchase Purchase Purchase |
$ (166,095) (794,597) (4,131,977) (1,148,722) (216,455) (1,466,204) (451,828) (105,506) (144,556) (142,462) (137,026) (176,435) (593,963) (429,458) (120,689) 166,095 794,597 4,131,977 |
(2.08) (9.93) (51.64) (14.36) (2.71) (18.33) (100.00) (1.19) (1.63) (1.60) (1.42) (3.69) (12.42) (12.77) (4.40) 3.84 17.41 41.52 |
120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation Pay and receive according to the contract 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation |
$ - 93,948 582,489 32,169 45,189 594,344 - - - 39,487 16,012 20,821 107,005 - - - (93,948) (582,489) |
- 6.97 43.21 2.39 3.35 44.09 - - - 5.33 1.37 6.44 33.09 - - - (33.76) (92.10) |
|||
| (Continued) |
- 89 -
| 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 | ||||
| Zhuhai Unicizers Zhenjiang Union Chemical UPC Chemicals (Malaysia) Zhenjiang Union Chemical Panjin Union Chemical Nanchong Unicizers The Company Zhenjiang Union Chemical Zhuhai Unicizers Zhenjiang Union Chemical Taizhou Union Chemical |
Glory Ace Glory Ace Glory Ace ZhenJiang Union Torch Estate Taizhou Union Chemical Taizhou Union Chemical Taizhou Union Chemical Zhuhai Unicizers Panjin Union Chemical Panjin Union Chemical Nanchong Unicizers UPC Chemicals (Malaysia) |
Entity that the Company direct or indirect investment in 〃〃〃〃〃〃〃〃〃〃〃 |
Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase |
$ 1,148,722 216,455 1,466,204 451,828 105,506 142,462 144,556 137,026 176,435 593,963 429,458 120,689 |
12.31 1.46 51.29 3.05 0.71 3.64 4.94 3.17 1.19 6.36 2.90 1.21 |
120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation Pay and receive according to the contract 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation 120 days in principle, and adjust depends on the situation |
$ (32,169) (45,189) (594,344) - - (39,487) - (16,012) (20,821) (107,005) - - |
(2.95) (6.18) (87.55) - - (32.10) - (3.04) (2.85) (9.81) - - |
(Concluded)
- 90 -
TABLE 8
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, 2018
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance (Note 1) |
Turnover Rate |
Overdue | Overdue | Amount Received in Subsequent Period (Note) |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| CHL Glory Ace Zhenjiang Union Chemical Taizhou Union Plastics Panjin Union Chemical |
UPC Chemicals (Malaysia) Taizhou Union Chemical UPC Chemicals (Malaysia) Panjin Union Chemical UPC Chemicals (Malaysia) ZhenJiang Union Torch Estate Panjin Union Chemical Panjin Union Chemical Panjin Union Materials Panjin Union Logistics Nanchong Unicizers Zhuhai Unicizers |
Entity that the Company direct or indirect investment in 〃〃〃〃〃〃〃〃〃〃〃 |
Other receivables $ 499,117 Accounts receivable 582,489 Accounts receivable 594,344 Other receivables 415,879 Other receivables 323,960 Other receivables 523,610 Other receivables 223,767 Other receivables 447,530 Other receivables 537,036 Other receivables 179,012 Other receivables 268,518 Accounts receivable 107,005 |
4.97 3.74 11.10 |
$ - - - - - - - - - - - - |
$ - 409,067 259,865 - - - - - - - - 193,915 |
$ - - - - - - - - - - - - |
Note: It was the amount received as of March 4, 2019.
- 91 -
TABLE 9
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2018
(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) |
||||
| 0 | The Company | Zhenjiang Union Chemical Zhong Shan Union Trading Zhuhai Unicizers Zhongshan Unicizers Zhongshan Unicizers |
a. a. a. a. a. |
Sales Sales Sales Trade receivable - related parties Sales |
$ 15,147 6,506 47,481 8,177 11,564 |
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 | Glory Ace | Zhongshan Unicizers Zhongshan Unicizers Taizhou Union Chemical Taizhou Union Chemical Zhuhai Unicizers Industrial Zhuhai Unicizers Industrial UPC Chemicals (Malaysia) UPC Chemicals (Malaysia) UPC Chemicals (Malaysia) UPC Chemicals (Malaysia) Panjin Union Logistics Panjin Union Chemical |
c. c. c. c. c. c. c. c. c. c. c. c. |
Sales Trade receivable - related parties Sales Trade receivable - related parties Sales Trade receivable - related parties Other receivables - related parties Trade receivable - related parties Sales Other revenue Other receivables - related parties Other receivables - related parties |
794,597 93,948 4,131,977 582,489 1,148,722 32,169 323,960 594,344 1,466,204 9,001 92,474 415,879 |
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 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 The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
1 - 7 1 2 - 1 1 2 - - 1 |
(Continued)
- 92 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount | Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| Panjin Union Chemical Panjin Union Chemical The Company Zhenjiang Union Chemical Zhenjiang Union Chemical |
c. c. b. c. c. |
Sales Other revenue Sales Sales Trade receivable - related parties |
$ 65,387 15,536 164,039 216,455 45,189 |
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 |
- - - - - |
||
| 2 | Zhongshan Unicizers | Zhuhai Unicizers Glory Ace Zhenjiang Union Chemical Taizhou Union Chemical |
c. c. c. c. |
Other revenue Other receivables - related parties Sales Other revenue |
22,155 8,220 26,705 57,894 |
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 |
- - - - |
| 3 | Taizhou Union Chemical | Nanchong Unicizers Taizhou Union Plastics Taizhou Union Plastics Taizhou Union Plastics Panjin Union Chemical Panjin Union Chemical Zhenjiang Union Chemical The Company Taizhou Union Logistics |
c. c. c. c. c. c. c. b. c. |
Sales Other revenue Other operating revenue Other receivables - related parties Trade receivable - related parties Sales Sales Sales Other revenue |
144,556 194,442 75,942 27,363 39,487 142,462 105,506 15,179 5,879 |
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 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 |
- - - - - - - - - |
| 4 | Union Hong Kong | Zhuhai Unicizers Zhenjiang Union Chemical |
c. c. |
Other receivables - related parties Other receivables - related parties |
15,081 22,326 |
The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- - |
| (Continued) |
- 93 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount | Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| 5 | Panjin Union Chemical | Zhongshan Unicizers Zhongshan Unicizers Zhuhai Unicizers Zhuhai Unicizers Zhuhai Unicizers Panjin Union Materials Panjin Union Materials The Company The Company Zhenjiang Union Chemical Zhenjiang Union Chemical Nanchong Unicizers |
c. c. c. c. c. c. c. b. b. c. c. c. |
Sales Other revenue Trade receivable - related parties Sales Other revenue Other receivables - related parties Other revenue Trade receivable - related parties Sales Trade receivable - related parties Sales Sales |
$ 86,841 8,701 107,005 593,963 16,885 19,106 85,375 16,105 91,815 20,821 176,435 40,389 |
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 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 The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- - - 1 - - - - - - - - |
| 6 | Panjin Union Logistics | Panjin Union Chemical Panjin Union Chemical Panjin Union Materials Panjin Union Materials |
c. c. c. c. |
Trade receivable - related parties Other operating revenue Trade receivable - related parties Other operating revenue |
29,603 160,539 6,038 24,652 |
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 |
- - - - |
| 7 | Taizhou Union Logistics | Taizhou Union Plastics Taizhou Union Plastics Taizhou Union Chemical Taizhou Union Chemical |
c. c. c. c. |
Trade receivable - related parties Other operating revenue Trade receivable - related parties Other operating revenue |
6,140 60,947 7,018 75,989 |
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 |
- - - - |
| (Continued) |
- 94 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount | Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| 8 | Taizhou Union Plastics | Nanchong Unicizers Nanchong Unicizers Taizhou Union Logistics Taizhou Union Chemical Taizhou Union Chemical Zhenjiang Union Chemical Panjin Union Chemical Panjin Union Chemical Panjin Union Logistics Panjin Union Materials |
c. c. c. c. c. c. c. c. c. c. |
Other receivables - related parties Other revenue Other receivables - related parties Sales Other revenue Sales Other receivables - related parties Other revenue Other receivables - related parties Other receivables - related parties |
$ 268,518 5,673 8,951 9,040 8,425 21,019 447,530 9,910 179,012 537,036 |
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 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 |
| 9 | Constant | UPC Chemicals (Malaysia) UPC Chemicals (Malaysia) Glory Ace |
c. c. c. |
Other receivables - related parties Other revenue Other revenue |
499,117 6,826 20,089 |
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 - - |
| 10 | Sichung Logistics | Nanchong Unicizers Nanchong Unicizers Nanchong Unicizers |
c. c. c. |
Trade receivable - related parties Other receivable - related parties Other operating revenue |
15,201 29,089 76,574 |
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 | Guangdong Union Logistics | Zhuhai Unicizers Zhuhai Unicizers Zhuhai Unicizers Zhongshan Unicizers Zhongshan Unicizers |
c. c. c. c. c. |
Trades receivable - related parties Other operating revenue Other receivables - related parties Other operating revenue Trade receivable - related parties |
23,575 144,590 67,130 54,478 6,087 |
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 |
- - - - - |
| (Continued) |
- 95 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount | Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| 12 | Jiangsu Union Logistics | Taizhou Union Chemical Taizhou Union Plastics Zhenjiang Union Chemical Zhenjiang Union Chemical Panjin Union Chemical |
c. c. c. c. c. |
Other operating revenue Other operating revenue Other operating revenue Trade receivable - related parties Other receivables - related parties |
$ 44,084 16,309 105,387 9,050 85,031 |
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 |
- - - - - |
| 13 | Zhuhai Unicizers | Glory Ace Panjin Union Chemical Panjin Union Chemical Zhongshan Unicizers Zhongshan Unicizers Zhongshan Unicizers Zhongshan Unicizers The Company The Company Taizhou Union Chemical |
c. c. c. c. c. c. c. b. b. c. |
Other receivables - related parties Trade receivable - related parties Sales Sales Other operating revenue Trade receivable - related parties Other revenue Trade receivable - related parties Sales Other revenue |
11,810 38,981 34,240 14,725 8,375 6,874 209,724 16,012 137,026 121,518 |
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 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 |
- - - - - - - - - - |
| 14 | Zhenjiang Union Chemical | Zhongshan Unicizers The Company Zhuhai Unicizers Panjin Union Materials Panjin Union Chemical Panjin Union Chemical ZhenJiang Union Torch Estate |
c. b. c. c. c. c. c. |
Sales Sales Sales Sales Other receivables - related parties Other revenue Other receivables - related parties |
35,899 29,483 75,552 10,000 223,767 14,859 523,610 |
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 The terms of transaction are the same as general business practices The terms of transaction are the same as general business practices |
- - - - - - 1 |
| (Continued) |
- 96 -
| No. (Note 1) |
Company Name |
Counterparty | Relationship (Note 2) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount | Payment Terms | % of Total Sales or Total Assets (Note 3) |
||||
| ZhenJiang Union Torch Estate Taizhou Union Chemical Taizhou Union Plastics Nanchong Unicizers |
c. c. c. c. |
Other revenue Other revenue Other revenue Other revenue |
$ 6,190 45,717 13,877 8,419 |
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 |
- - - - |
||
| 15 | ZhenJiang Union Torch Estate | Zhenjiang Union Chemical | c. | Sales | 451,828 | The terms of transaction are the same as general business practices |
1 |
| 16 | Nanchong Unicizers | Zhuhai Unicizers Zhuhai Unicizers Zhenjiang Union Chemical Panjin Union Chemical |
c. c. c. c. |
Trade receivable - related parties Sales Sales Sales |
17,454 42,644 429,458 12,890 |
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 - |
| 17 | UPC Chemicals (Malaysia) | Panjin Union Chemical Panjin Union Chemical Taizhou Union Chemical Zhenjiang Union Chemical |
c. c. c. c. |
Trade receivable - related parties Sales Sales Sales |
18,162 17,828 120,689 67,426 |
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 |
- - - - |
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$5,000 thousand.
Note 5: It has been written off when preparing consolidated financial report.
(Concluded)
- 97 -
TABLE 10
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (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, 2018 | December 31, 2018 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2018 |
December 31, 2017 |
Number of Shares |
% | Carrying Amount |
|||||||
| The Company CHL |
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 |
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 |
Investment Trading Investment Investment Investment Investment 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Trading Investment |
$ 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 |
$ 11,210,898 1,674,649 250,013 160,000 453,525 1,348 1,750,271 3,278,180 919,533 217,544 763,540 972,950 88,755 87,960 711,773 1,177,892 522,487 1,241,535 899,709 150,500 592,436 181,145 30,465 |
416,304 50,605 22,701 16,000 73,500 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 18,234 44,585 1,000 |
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 |
$ 21,667,919 2,096,514 258,444 211,953 911,508 350,960 7,225,186 3,078,930 1,929,474 440,400 589,551 1,023,762 194,789 163,309 1,058,862 1,009,779 1,032,230 1,216,256 751,127 148,721 616,121 164,052 28,350 |
$ 411,477 60,820 28,774 24,014 7,989 8,563 (8,049 ) 442,176 37,836 13,808 28,287 26,805 20,107 14,228 152,067 (146,865 ) (4,008 ) (78,653 ) (111,318 ) 5,287 15,442 (3,334 ) (2,146 ) |
$ 411,477 60,820 28,774 24,014 7,989 |
Subsidiary〃〃〃〃Second-tier subsidiary 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Subsidiary’s investee company under the equity method |
(Continued)
- 98 -
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | **As of ** | December 31, 2018 | December 31, 2018 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2018 |
December 31, 2017 |
Number of Shares |
% | Carrying Amount |
|||||||
| UVC Star Bright Prestige Spring |
Inno Strategy Logical Path LTD UPC Chemicals (Malaysia) |
Tortola, British Virgin Islands Tsimshatsui Kowloon, Hong Kong Selangor, Malaysia |
Investment Investment Produces and sells DEHP and PA |
$ 56,202 37 592,436 |
$ 56,202 37 592,436 |
1,703 10 75,500 |
100.00 100.00 100.00 |
$ 39,671 350,952 616,121 |
$ 502 8,563 15,442 |
Second-tier subsidiary Third-tier subsidiary Third-tier subsidiary |
|
| Note: Please refer to Table 11 for information of investees of mainland China. |
(Concluded) |
- 99 -
TABLE 11
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2018 (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, 2018 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2018 |
Percentage of Ownership |
Net Income (Loss) of the Investee Company |
Share of Profits/Losses (Note 2) |
Carrying Amount as of December 31, 2018 |
Accumulated Inflow Remittance of Earning as of December 31, 2018 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Goldendust Zhongshan Unicizers, Logical, Goldendust and Magic Props Zhongshan Unicizers, Logical, Pure Fantasy and Goldendust Zhongshan Unicizers Charmon and Zhongshan Unicizers Modern Vantage Natural and Daywinn Linkhope Reachworld Dragonoble and Zhongshan Unicizers Zhenjiang Union Chemical Pagerise Greaterise |
Zhongshan Unicizers Zhenjiang Union Chemical Zhuhai Unicizers Zhong Shan Union Trading 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 |
Manufacturing and selling of DEHP and PA Manufacturing and selling of DEHP and PA Manufacturing and selling of DEHP, PA and MA Trading 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 |
US$ 96,080 thousand US$ 77,340 thousand US$ 35,500 thousand (Note 6) US$ 63,400 thousand US$ 23,700 thousand US$ 128,780 thousand 3,000 thousand US$ 3,000 thousand US$ 83,000 thousand RMB 60,000 thousand US$ 32,000 thousand US$ 40,000 thousand |
b. b. b. b. b. b. b. b. b. b. c. b. b. |
$ 1,164,107 543,823 - - 466,785 648,157 3,068,081 88,755 87,960 1,177,892 - 522,487 1,241,535 |
$ 975,354 - - - - - - - - 34,891 - 443,370 - |
$ - - - - - - - - - - - - - |
$ 2,139,461 543,823 - - 466,785 648,157 3,068,081 88,755 87,960 1,212,783 - 965,857 1,241,535 |
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 |
$ (31,235) 90,539 69,124 372 53,717 28,287 594,243 20,107 14,228 (299,724) (5,638) (4,008) (78,653) |
$ (31,235) b.2) 90,539 b.2) 69,124 b.2) 372 b.2) 53,717 b.2) 28,287 b.2) 594,243 b.2) 20,107 b.2) 14,228 b.2) (299,724) b.2) (5,638) b.2) (4,008) b.2) (78,653) b.2) |
$ 6,421,551 4,117,941 2,378,521 - 2,037,260 589,550 4,137,791 194,789 163,306 2,073,673 261,098 1,032,230 1,216,256 |
$ - - - - - - - - - - - - - |
| (Continued) |
- 100 -
| Investor Company | Investee Company | Investee Company | Main Businesses and Products |
Total Amount of Paid-in Capital |
Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2018 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2018 |
Percentage of Ownership |
Net Income (Loss) of the Investee Company |
Share of Profits/Losses (Note 2) |
Carrying Amount as of December 31, 2018 |
Accumulated Inflow Remittance of Earning as of December 31, 2018 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||||
| Granfaith and Zhongshan Unicizers Faithouse |
Nanchong Unicizers Sichung Logistics |
Manufacturing and selling of DEHP and PA Logistics |
US$ 62,000 thousand US$ 5,000 thousand |
b. b. |
$ 899,709 - |
$ 22,725 - |
$ - - |
$ 922,434 - |
100.00 100.00 |
$ (227,179) 5,286 |
$ 227,179) b.2) 5,286 b.2) |
$ 1,541,052 148,382 |
$ - - |
||
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2018 |
Investment Amount Authorized by Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA |
|||||||||||||
| $11,385,631 (Note 3) |
$14,160,159 (US$461,017.7 thousand) (Note 4) |
(Note 5) |
-
Note 1. The investment types are as follows:
-
a. Direct investment in Mainland China.
-
b. Indirect investment in Mainland China through a subsidiary in a third place (refer to the table above for investment entity in the third place).
-
c. Others-Zhenjiang Union Chemical investment directly.
Note 2. In the column of investment income or loss as of December 31, 2018:
-
a. If there is no investment income or loss yet result from preparation, please indicate.
-
b. The basis of recognition of investment income or loss as follow:
-
1) Financial statements that were audited by international CPA firms which cooperative with CPA firms in R.O.C.
-
2) Financial statements that were audited by the CPA of Parent in Taiwan.
-
3) Others: financial statements that were not audited by the CPA.
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 place to regions of mainland China
- Note 4. Converted to NTD by exchange rate of US$1
=NT$30.715 on December 31, 2018.
Note 5. As the Company has obtained the certificate of being qualified for operating headquarters issued by Industrial Development Bureau on Oct. 2018, the upper limit on investment in mainland China is not applicable.
Note 6. Zhongshan Unicizers has merged Zhong Shan Union Trading at May 31, 2018.
(Concluded)
- 101 -
TABLE 12
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, 2018
(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 Zhong Shan Union Trading - The terms of transaction are the same as general business practices Zhenjiang Union Chemical - 〃Zhuhai Unicizers - 〃Zhongshan Unicizers - 〃 |
Sales Unrealized Price % Gain on Sale $ 6,506 0.14 $ - 15,147 0.33 - 47,481 1.03 - 11,564 0.25 - |
Ending Notes/Trade Receivable |
|---|---|---|
| Balance % $ - - 649 0.15 2,576 0.58 8,177 1.85 |
- Transaction of purchase
| Price and Payment Terms Investee Company Activities in the Third Area Comparison with Normal Transactions Taizhou Union Chemical - The terms of transaction are the same as general business practices Zhuhai Unicizers - 〃Zhenjiang Union Chemical - 〃Panjin Union Chemical - 〃Zhongshan Unicizers - 〃 |
Purchases | Ending Notes/Trade Payable |
|---|---|---|
| Price % $ 15,179 0.35 137,026 3.17 29,483 0.68 91,815 2.12 4,467 0.10 |
Balance % $ - - 16,012 3.04 - - 16,105 3.06 - - |
-
Transactions of endorsements/guarantees (refer to Note 38 and Table 2)
-
102 -