ctci corporation and subsidiaries · 2020. 6. 15. · 227,985 - increase in other receivables -...

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~1~ CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REVIEW REPORT OF INDEPENDENT ACCOUNTANTS MARCH 31, 2020 AND 2019 ------------------------------------------------------------------------------------------------------------------------------------ For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

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  • ~1~

    CTCI CORPORATION AND SUBSIDIARIES

    CONSOLIDATED FINANCIAL STATEMENTS AND

    REVIEW REPORT OF INDEPENDENT

    ACCOUNTANTS

    MARCH 31, 2020 AND 2019

    ------------------------------------------------------------------------------------------------------------------------------------

    For the convenience of readers and for information purpose only, the auditors’ report and the accompanying

    financial statements have been translated into English from the original Chinese version prepared and used in

    the Republic of China. In the event of any discrepancy between the English version and the original Chinese

    version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and

    financial statements shall prevail.

  • CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) (The balance sheets as of March 31, 2020 and 2019 are reviewed, not audited)

    ~4~

    March 31, 2020 December 31, 2019 March 31, 2019 Assets Notes AMOUNT % AMOUNT % AMOUNT %

    Current assets 1100 Cash and cash equivalents 6(1) $ 16,901,415 25 $ 20,767,581 30 $ 17,013,679 24 1110 Financial assets at fair value

    through profit or loss - current 6(2)

    36,742 - 275,845 1 410,613 1 1120 Financial assets at fair value

    through other comprehensive

    income - current

    6(3)

    392,579 1 464,943 1 517,490 1 1136 Financial assets at amortized

    cost - current 6(4)

    49,179 - 277,164 - 30,460 - 1140 Contract assets - current 6(24) 15,527,470 23 18,653,485 27 20,803,659 30 1150 Notes receivable, net 6(5) 30,708 - 63,360 - 14,614 - 1170 Accounts receivable, net 6(5) 6,998,445 10 4,513,304 7 5,284,252 8 1180 Accounts receivable - related

    parties 7

    940,007 1 760,878 1 461,030 1 1200 Other receivables 103,815 - 245,735 - 170,805 - 1210 Other receivables - related

    parties 7

    31,977 - - - - - 1220 Current income tax assets 205,545 - 204,024 - 144,683 - 130X Inventories 149,190 - 144,407 - 186,176 - 1410 Prepayments 6(6) 3,161,064 5 2,758,670 4 4,305,582 6 1460 Non-current assets or disposal

    groups classified as held for

    sale, net

    - - 38,380 - - - 1470 Other current assets 6(15) 2,370,290 4 6,817 - 277,399 - 11XX Total current assets 46,898,426 69 49,174,593 71 49,620,442 71 Non-current assets 1517 Financial assets at fair value

    through other comprehensive

    income - non-current

    6(3)

    840,909 1 858,499 1 780,958 1 1535 Financial assets at amortized

    cost - non-current 6(4) and 8

    130,720 - 130,720 - 107,880 - 1550 Investments accounted for

    using equity method 6(7)

    2,175,411 3 2,173,160 3 3,538,560 5 1600 Property, plant and equipment,

    net 6(8) and 8

    12,216,376 18 11,788,472 17 10,602,336 15 1755 Right-of-use assets 6(9) and 8 414,038 1 443,854 1 393,422 1 1760 Investment property, net 6(10) and 8 802,798 1 803,823 1 807,052 1 1780 Intangible assets 198,959 1 191,971 - 189,587 - 1840 Deferred income tax assets 778,493 1 784,379 1 575,125 1 1900 Other non-current assets 6(11) and 8 3,386,244 5 3,145,040 5 3,263,263 5 15XX Total non-current assets 20,943,948 31 20,319,918 29 20,258,183 29 1XXX Total assets $ 67,842,374 100 $ 69,494,511 100 $ 69,878,625 100

    (Continued)

  • CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) (The balance sheets as of March 31, 2020 and 2019 are reviewed, not audited)

    The accompanying notes are an integral part of these consolidated financial statements.

    ~5~

    March 31, 2020 December 31, 2019 March 31, 2019 Liabilities and Equity Notes AMOUNT % AMOUNT % AMOUNT %

    Current liabilities 2100 Short-term borrowings 6(12) $ 5,898,549 9 $ 6,163,306 9 $ 10,947,586 16 2110 Short-term notes and bills

    payable

    215,891 - 199,921 - - - 2120 Financial liabilities at fair value

    through profit or loss - current 6(2)

    16,891 - 54,716 - 36 - 2130 Contract liabilities - current 6(24) 14,723,131 22 12,157,272 18 15,629,871 22 2150 Notes payable 38,249 - 48,369 - 11,319 - 2170 Accounts payable 6(13) 10,469,322 16 11,708,290 17 9,790,524 14 2180 Accounts payable - related

    parties 7

    537,144 1 648,957 1 717,262 1 2200 Other payables 6(14) 1,621,945 2 2,848,021 4 1,689,094 2 2230 Current income tax liabilities 282,959 - 217,180 - 494,799 1 2280 Current lease liabilities 7 114,153 - 146,499 - 147,908 - 2300 Other current liabilities 6(15)(17) 234,632 - 1,991,941 3 3,137,767 5 21XX Total current liabilities 34,152,866 50 36,184,472 52 42,566,166 61 Non-current liabilities 2530 Bonds payable 6(16) 5,989,911 9 5,989,529 9 - - 2540 Long-term borrowings 6(17) 5,570,521 8 5,390,673 8 3,407,744 5 2570 Deferred income tax liabilities 262,745 - 216,697 - 400,994 1 2580 Non-current lease liabilities 7 284,968 1 281,103 - 197,096 - 2600 Other non-current liabilities 6(18) 1,867,606 3 2,085,040 3 2,232,207 3 25XX Total non-current

    liabilities

    13,975,751 21 13,963,042 20 6,238,041 9 2XXX Total liabilities 48,128,617 71 50,147,514 72 48,804,207 70 Equity attributable to owners of

    parent

    Share capital 6(21) 3110 Common stock 7,633,213 11 7,633,182 11 7,632,738 11 Capital surplus 6(22) 3200 Capital surplus 3,954,225 6 3,730,448 5 3,587,786 5 Retained earnings 6(23) 3310 Legal reserve 3,741,648 5 3,741,648 5 3,558,894 5 3320 Special reserve 762,377 1 762,377 1 763,794 1 3350 Unappropriated retained

    earnings

    1,637,934 2 1,481,062 2 2,437,044 3 Other equity interest 3400 Other equity interest ( 1,145,000 ) ( 1 ) ( 1,180,439 ) ( 1 ) ( 223,456 ) - 3500 Treasury stocks 6(21) ( 11,835 ) - ( 11,835 ) - ( 11,835 ) - 31XX Equity attributable to

    owners of the parent

    16,572,562 24 16,156,443 23 17,744,965 25 36XX Non-controlling interest 4(3) 3,141,195 5 3,190,554 5 3,329,453 5 3XXX Total equity 19,713,757 29 19,346,997 28 21,074,418 30 Significant contingent liabilities

    and unrecognized contract

    commitments

    9

    Significant events after the

    balance sheet date 11

    3X2X Total liabilities and equity $ 67,842,374 100 $ 69,494,511 100 $ 69,878,625 100

  • CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE AMOUNTS) (UNAUDITED)

    The accompanying notes are an integral part of these consolidated financial statements.

    ~6~

    Three months ended March 31

    2020 2019

    Items Notes AMOUNT % AMOUNT %

    4000 Operating revenue 6(24) and 7 $ 11,444,360 100 $ 13,712,458 100 5000 Operating costs 6(28)(29) and 7 ( 10,455,934 ) ( 91 ) ( 12,673,888 ) ( 92 )

    5900 Gross profit 988,426 9 1,038,570 8

    Operating expenses 6(28)(29) 6200 General and administrative expenses ( 381,642 ) ( 4 ) ( 409,167 ) ( 3 ) 6300 Research and development expenses ( 29,871 ) - ( 25,173 ) -

    6000 Total operating expenses ( 411,513 ) ( 4 ) ( 434,340 ) ( 3 )

    6900 Operating income 576,913 5 604,230 5

    Non-operating income and expenses 7010 Other income 6(25) 58,638 1 75,398 1 7020 Other gains and losses 6(26) ( 174,833 ) ( 1 ) 27,864 - 7050 Finance costs 6(27) ( 65,698 ) ( 1 ) ( 82,057 ) ( 1 ) 7060 Share of profit (loss) of associates

    and joint ventures accounted for

    under equity method

    6(7)

    21,236 - ( 148,680 ) ( 1 )

    7000 Total non-operating income and

    expenses

    ( 160,657 ) ( 1 ) ( 127,475 ) ( 1 )

    7900 Profit before income tax 416,256 4 476,755 4 7950 Income tax expense 6(30) ( 135,863 ) ( 1 ) ( 133,088 ) ( 1 )

    8200 Profit for the period $ 280,393 3 $ 343,667 3

    Components of other comprehensive

    income that will not be reclassified to

    profit or loss

    8311 Actuarial losses on defined benefit

    plans

    ( $ 244 ) - $ - - 8316 Unrealized (losses) gains from

    investments in equity instruments

    measured at fair value through other

    comprehensive income

    6(3)

    ( 89,923 ) ( 1 ) 36,894 - Components of other comprehensive

    income that will be reclassified to

    profit or loss

    8361 Cumulative translation differences

    of foreign operations

    113,085 1 23,971 -

    8300 Total other comprehensive income

    for the period

    $ 22,918 - $ 60,865 -

    8500 Total comprehensive income for the

    period

    $ 303,311 3 $ 404,532 3

    Profit attributable to: 8610 Owners of the parent $ 157,116 2 $ 221,473 2 8620 Non-controlling interest 123,277 1 122,194 1

    $ 280,393 3 $ 343,667 3

    Comprehensive income attributable

    to:

    8710 Owners of the parent $ 190,884 2 $ 243,503 2 8720 Non-controlling interest 112,427 1 161,029 1

    $ 303,311 3 $ 404,532 3

    9750 Basic earnings per share (in NT

    dollars)

    6(31)

    $ 0.21 $ 0.29

    9850 Diluted earnings per share (in NT

    dollars)

    6(31)

    $ 0.21 $ 0.29

  • CTCI CORPORATION AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

    FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2020 AND 2019

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

    (UNAUDITED)

    Equity attributable to owners of the parent

    Retained Earnings Other Equity Interest

    Notes

    Common stock

    Capital surplus

    Legal reserve

    Special reserve

    Unappropriated

    earnings

    Cumulative

    translation

    differences of

    foreign operations

    Unrealized gains

    (losses) from

    financial assets

    measured at fair

    value through

    other

    comprehensive

    income

    Treasury

    stocks

    Total

    Non-controlling

    interests

    Total equity

    The accompanying notes are an integral part of these consolidated financial statements.

    ~7~

    For the three-month period ended March 31, 2019

    Balance at January 1, 2019 $ 7,632,738 $ 3,545,053 $ 3,558,894 $ 763,794 $ 2,217,619 ( $ 290,028 ) $ 42,494 ( $ 11,835 ) $ 17,458,729 $ 3,167,430 $ 20,626,159

    Profit for the period - - - - 221,473 - - - 221,473 122,194 343,667

    Other comprehensive income (loss) - - - - - ( 6,186 ) 28,216 - 22,030 38,835 60,865

    Total comprehensive income (loss) - - - - 221,473 ( 6,186 ) 28,216 - 243,503 161,029 404,532

    Employee stock options exercised by subsidiary

    6(22) - 31 - - - - - - 31 - 31

    Share-based payment transactions 6(22) - 42,702 - - - - - - 42,702 994 43,696

    Disposal of investments in equity instruments designated at fair value through other comprehensive income

    - - - - ( 2,048 ) - 2,048 - - - -

    Balance at March 31, 2019 $ 7,632,738 $ 3,587,786 $ 3,558,894 $ 763,794 $ 2,437,044 ( $ 296,214 ) $ 72,758 ( $ 11,835 ) $ 17,744,965 $ 3,329,453 $ 21,074,418

    For the three-month period ended March 31, 2020

    Balance at January 1, 2020 $ 7,633,182 $ 3,730,448 $ 3,741,648 $ 762,377 $ 1,481,062 ( $ 383,344 ) ( $ 797,095 ) ( $ 11,835 ) $ 16,156,443 $ 3,190,554 $ 19,346,997

    Profit for the period - - - - 157,116 - - - 157,116 123,277 280,393

    Other comprehensive income (loss) - - - - ( 244 ) 129,067 ( 95,055 ) - 33,768 ( 10,850 ) 22,918

    Total comprehensive income (loss) - - - - 156,872 129,067 ( 95,055 ) - 190,884 112,427 303,311

    Employee stock options exercised 6(22) 31 98 - - - - - - 129 - 129

    Share-based payment transactions 6(22) - 50,116 - - - - - - 50,116 5,708 55,824

    Reorganisation - 187,351 - - - 591 836 - 188,778 ( 188,778 ) -

    Non-controlling interests - ( 13,788 ) - - - - - - ( 13,788 ) 21,284 7,496

    Balance at March 31, 2020 $ 7,633,213 $ 3,954,225 $ 3,741,648 $ 762,377 $ 1,637,934 ( $ 253,686 ) ( $ 891,314 ) ( $ 11,835 ) $ 16,572,562 $ 3,141,195 $ 19,713,757

  • CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) (UNAUDITED)

    For the three-month periods ended March 31

    Notes 2020 2019

    ~8~

    CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax $ 416,256 $ 476,755 Adjustments Adjustments to reconcile profit (loss) Loss (gain) on valuation of financial assets 6(26) 1,428 ( 30,151 ) Gain on disposal of property, plant and

    equipment 6(26)

    ( 27,872 ) ( 30 ) Share of (profit) loss of associates and joint

    ventures accounted for under equity method 6(7)

    ( 21,236 ) 148,680 Depreciation 6(28) 208,652 143,153 Amortization 6(28) 37,200 38,447 Expected credit (gain) loss 12(2) ( 1,620 ) 13,666 Interest income 6(25) ( 34,193 ) ( 58,160 ) Interest expense 6(27) 65,698 82,057 Compensation costs of employee stock options 6(29) 55,824 43,549 Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or

    loss

    386,897 108,517 Contract assets - current 3,126,015 4,019,773 Notes receivable 32,652 60,392 Accounts receivable ( 2,483,521 ) 3,794,414 Accounts receivable - related parties ( 179,129 ) 483,041 Other receivables 144,511 159,991 Inventories ( 4,783 ) ( 18,831 ) Prepayments ( 402,394 ) ( 25,348 ) Other current assets ( 2,363,473 ) 271,359 Other non-current assets 174,265 157,462 Changes in operating liabilities Contract liabilities - current 2,565,859 1,709,673 Notes payable ( 10,120 ) ( 7,469 ) Accounts payable ( 1,238,968 ) ( 200,738 ) Accounts payable - related parties ( 111,813 ) ( 642,450 ) Other payables ( 1,222,194 ) ( 1,223,615 ) Other current liabilities ( 1,773,992 ) ( 4,585,497 ) Other non-current liabilities ( 233,595 ) ( 345,898 ) Cash (outflow) inflow generated from operations ( 2,893,646 ) 4,572,742 Interest received 31,602 65,841 Interest paid ( 69,199 ) ( 75,904 ) Income tax paid ( 32,245 ) ( 19,185 ) Net cash flows (used in) from operating

    activities

    ( 2,963,488 ) 4,543,494

    (Continued)

  • CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) (UNAUDITED)

    For the three-month periods ended March 31

    Notes 2020 2019

    The accompanying notes are an integral part of these consolidated financial statements.

    ~9~

    CASH FLOWS FROM INVESTING ACTIVITIES

    Prepayments for long-term investment ( $ 504,206 ) $ -

    Proceeds from disposal of financial assets at fair

    value through other comprehensive income -

    current

    - 23,074

    Proceeds from disposal of financial assets at

    amortized cost

    227,985 -

    Increase in other receivables - related parties ( 31,977 ) -

    Acquisition of property, plant and equipment 6(32) ( 331,575 ) ( 1,874,915 )

    Proceeds from disposal of property, plant and

    equipment

    27,981 186

    Increase in intangible assets ( 16,269 ) -

    (Increase) decrease in refundable deposits ( 124,429 ) 8,836

    Increase in other non-current assets ( 887 ) ( 7,096 )

    Prepayments for engineering equipment ( 76,062 ) ( 164,347 )

    Net cash flows from acquisitionn of subsidiaries ( 30,019 ) ( 38,749 )

    Net cash flows used in investing activities ( 859,458 ) ( 2,053,011 )

    CASH FLOWS FROM FINANCING ACTIVITIES

    Decrease in short-term borrowings ( 264,757 ) ( 2,466,873 )

    Short-term notes and bills payable 15,970 -

    Increase in long-term borrowings 196,532 2,056,762

    Decrease in lease liabilities ( 44,770 ) ( 100,098 )

    Increase (decrease) in deposits received (recognized

    in other non-current liabilities)

    16,161 ( 37,587 )

    Proceeds from employee stock options exercised 129 -

    Increase in non-controlling interests 37,515 -

    Net cash flows used in financing activities ( 43,220 ) ( 547,796 )

    Net (decrease) increase in cash and cash equivalents ( 3,866,166 ) 1,942,687

    Cash and cash equivalents at beginning of period 20,767,581 15,070,992

    Cash and cash equivalents at end of period $ 16,901,415 $ 17,013,679

  • ~10~

    CTCI CORPORATION AND SUBSIDIARIES

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    MARCH 31, 2020 AND 2019

    (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

    EXCEPT AS OTHERWISE INDICATED)

    (UNAUDITED)

    1. HISTORY AND ORGANIZATION

    CTCI Corporation (the “Company”) was incorporated as a company limited by shares under the

    provisions of the Company Law of the Republic of China on April 6, 1979 and commenced its operations

    on May 1, 1979. The main business activities of the Company and its subsidiaries (collectively referred

    herein as the “Group”) are the design, survey, construction and inspection of various engineering and

    construction projects, plants, machinery and equipment and environmental protection projects. The

    Company’s shares have been listed and traded on the Taiwan Stock Exchange since May 1993.

    2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

    STATEMENTS AND PROCEDURES FOR AUTHORIZATION

    These consolidated financial statements were reported to the Board of Directors on May 6, 2020.

    3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

    (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting

    Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

    New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as

    follows:

    The above standards and interpretations have no significant impact to the Group’s financial condition

    and financial performance based on the Group’s assessment.

    New Standards, Interpretations and Amendments

    Effective date by

    International

    Accounting

    Standards Board

    Amendments to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of

    Material’

    January 1, 2020

    Amendments to IFRS 3, ‘Definition of a business’ January 1, 2020

    Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark

    reform’ January 1, 2020

  • ~11~

    (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

    the Group

    None.

    (3) IFRSs issued by IASB but not yet endorsed by the FSC

    New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as

    endorsed by the FSC are as follows:

    The above standards and interpretations have no significant impact to the Group’s financial condition

    and financial performance based on the Group’s assessment.

    4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The principal accounting policies adopted are consistent with Note 4 in the consolidated financial

    statements for the year ended December 31, 2019, except for the compliance statement, basis of

    preparation, basis of consolidation and additional policies as set out below. These policies have been

    consistently applied to all the periods presented, unless otherwise stated.

    (1) Compliance statement

    A. The consolidated financial statements of the Group have been prepared in accordance with the

    “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the

    International Accounting Standard 34, ‘Interim financial reporting’ as endorsed by the FSC.

    B. These consolidated financial statements are to be read in conjunction with the consolidated

    financial statements for the year ended December 31, 2019.

    (2) Basis of preparation

    A. Except for the following items, the consolidated financial statements have been prepared under

    the historical cost convention:

    (a) Financial assets and financial liabilities (including derivative instruments) at fair value through

    profit or loss.

    New Standards, Interpretations and Amendments

    Effective date by

    International

    Accounting

    Standards Board

    Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets

    between an investor and its associate or joint venture’

    To be determined by

    International

    Accounting

    Standards Board

    IFRS 17, ‘Insurance contracts’ January 1, 2021

    Amendments to IAS 1, ‘Classification of liabilities as current or

    non-current’

    January 1, 2022

  • ~12~

    (b) Financial assets at fair value through other comprehensive income.

    (c) Defined benefit liabilities recognized based on the net amount of pension fund assets less

    present value of defined benefit obligation.

    B. The preparation of financial statements in conformity with International Financial Reporting

    Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as

    endorsed by the FSC (collectively referred herein as the“IFRSs”), requires the use of certain

    critical accounting estimates. It also requires management to exercise its judgement in the process

    of applying the Group’s accounting policies. The areas involving a higher degree of judgement or

    complexity, or areas where assumptions and estimates are significant to the consolidated financial

    statements are disclosed in Note 5.

    (3) Basis of consolidation

    A. Basis for preparation of consolidated financial statements:

    The basis for preparation of these consolidated financial statements is the same as that for the

    preparation of the consolidated financial statements as of and for the year ended December 31,

    2019.

    B. Subsidiaries included in the consolidated financial statements:

    March 31,

    2020

    December 31,

    2019

    March 31,

    2019

    CTCI Corp. CTCI Advanced

    Systems Inc.

    Design and

    installation of

    software

    48.72 48.72 48.72 Note 1

    CTCI Corp. CTCI

    Development

    Corp.

    Real estate and

    leasing business

    100.00 100.00 100.00 Note 2

    CTCI Corp. CTCI Investment

    Corp.

    Investments 100.00 100.00 100.00 Note 2

    CTCI Corp.

    CTCI Investment

    Corp.

    CTCI Smart

    Engineering

    Corp.

    Planning and design

    of construction

    projects

    97.09 97.09 97.09 Note 2

    CTCI Corp. - 99.05 99.05

    CTCI

    Development

    Corp.

    0.01 0.01 0.01

    CTCI Advanced

    Systems Inc.

    99.05 - -

    Description

    Note 6, 8

    CTCI Resources

    Engineering Inc.

    Engineering

    technology service

    Ownership (%)

    Name of InvestorName of

    Subsidiary

    Main Business

    Activities

  • ~13~

    March 31,

    2020

    December 31,

    2019

    March 31,

    2019

    CTCI Corp. CTCI Americas,

    Inc.

    Business

    development and

    related engineering

    services and planning

    100.00 100.00 100.00 Note 2

    CTCI Corp. CTCI Singapore

    Pte. Ltd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Investment

    Corp.

    CTCI

    Development

    Corp.

    ECOVE

    Environment

    Services Corp.

    CTCI Smart

    Engineering

    Corp.

    CTCI Resources

    Engineering Inc.

    CTCI Chemical

    Corp.

    Manufacturing of

    chemical products

    75.49 75.49 75.49 Note 2

    CTCI Corp.

    CTCI Investment

    Corp.

    CTCI

    Development

    Corp.

    ECOVE

    Environment

    Corp.

    Investments 57.72 57.72 57.72

    ECOVE

    Environment

    Corp.

    100.00 100.00 98.00

    ECOVE

    Environment

    Services Corp.

    - - 2.00

    ECOVE

    Environment

    Corp.

    ECOVE Waste

    Management

    Corp.

    Environmental

    engineering

    100.00 100.00 100.00

    ECOVE

    Environment

    Corp.

    ECOVE Waste

    Management

    Corp.

    ECOVE

    Environment

    Services Corp.

    Environmental

    engineering

    93.16 93.16 93.16

    ECOVE

    Environment

    Corp.

    ECOVE

    Environment

    Services Corp.

    ECOVE Miaoli

    Energy Corp.

    Environmental

    engineering

    75.00 75.00 75.00

    Name of InvestorName of

    Subsidiary

    Main Business

    ActivitiesDescription

    Note 4

    Ownership (%)

    ECOVE Wujih

    Energy Corp.

    Environmental

    engineering

  • ~14~

    March 31,

    2020

    December 31,

    2019

    March 31,

    2019

    ECOVE

    Environment

    Corp.

    100.00 100.00 60.00

    ECOVE Waste

    Management

    Corp.

    - - 40.00

    ECOVE

    Environment

    Services Corp.

    ECOVE

    Environment

    Consulting Corp.

    Environmental

    engineering

    100.00 100.00 100.00 Note 2

    CTCI Corp.

    ECOVE

    Environment

    Services Corp.

    SINOGAL-

    Waste Services

    Co., Ltd.

    Environmental

    engineering

    60.00 60.00 60.00 Note 2

    CTCI Corp. CTCI Overseas

    (BVI) Corp.

    Investments 100.00 100.00 100.00 Note 2

    CTCI Overseas

    (BVI) Corp.

    CTCI Overseas

    Co., Ltd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Overseas

    Co., Ltd.

    CTCI Beijing

    Co., Ltd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Overseas

    Co., Ltd.

    CIMAS

    Engineering

    Company

    Planning and design

    of construction

    projects

    100.00 83.00 83.00 Note 2, 3

    CTCI Overseas

    Co., Ltd.

    Universal

    Engineering

    (BVI) Corp.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Overseas

    Co., Ltd.

    CIPEC

    Construction

    Company Inc.

    Planning and design

    of construction

    projects

    39.93 39.93 39.89 Note 1, 2

    CTCI Overseas

    Co., Ltd.

    CINDA

    Engineering &

    Construction Pvt.

    Ltd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Corp.

    CTCI Overseas

    Co., Ltd.

    CTCI Arabia

    Ltd.

    Design and

    construction of

    chemical factories

    100.00 100.00 100.00 Note 2

    CTCI Beijing

    Co., Ltd.

    CTCI Shanghai

    Co., Ltd.

    Consulting services

    for construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Shanghai

    Co., Ltd.

    CTCI Trading

    Shanghai

    Co., Ltd.

    General trade 100.00 100.00 100.00 Note 2

    CTCI Corp.

    CTCI Overseas

    Co., Ltd.

    CTCI

    Engineering

    & Construction

    Sdn. Bhd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    Yuan Ding

    Resources

    Management

    Corp.

    Environmental

    engineering

    Note 2, 4

    Ownership (%)

    Name of InvestorName of

    Subsidiary

    Main Business

    ActivitiesDescription

  • ~15~

    March 31,

    2020

    December 31,

    2019

    March 31,

    2019

    CTCI Overseas

    Co., Ltd.

    Sumber Mampu

    Sdn. Bhd.

    Investments 10.00 10.00 10.00 Note 1, 2

    Sumber Mampu

    Sdn. Bhd.

    CTCI

    Engineering &

    Construction

    Sdn. Bhd.

    CTCI Malaysia

    Sdn. Bhd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Corp.

    Superiority

    (Thailand) Co.,

    Ltd.

    CTCI (Thailand)

    Co., Ltd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Advanced

    Systems Inc.

    Century Ahead

    Ltd.

    Investments 100.00 100.00 100.00 Note 2

    Century Ahead

    Ltd.

    CTCI Advanced

    Systems

    Shanghai Inc.

    Computer skills

    services

    100.00 100.00 100.00 Note 2

    Universal

    Engineering

    (BVI) Corp.

    Superiority

    (Thailand) Co.,

    Ltd.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Corp. CTCI Machinery

    Corp.

    Planning and design

    of construction

    projects

    100.00 100.00 100.00 Note 2

    CTCI Corp. CCJV P1

    Engineering &

    Construction

    Sdn. Bhd.

    Planning of

    construction projects

    99.00 99.00 99.00 Note 2

    CTCI

    Development

    Corp.

    Crown Asia-2

    Investment

    Limited

    Investments 100.00 100.00 100.00 Note 2

    CTCI Singapore

    Pte. Ltd.

    CTCI

    Netherlands B.V.

    Engineers and other

    technical design and

    consultancy

    100.00 100.00 100.00 Note 2

    CTCI Corp. CTCI-HDEC

    (Chungli) Corp.

    Waste water

    treatment

    sewerage system

    51.00 51.00 51.00 Note 2

    CTCI Corp. CTCI CMCE JV

    Sdn. Bhd.

    Planning and design

    of construction

    projects

    51.00 51.00 51.00 Note 2

    CTCI Corp. PT CTCI

    International

    Indonesia

    Planning and design

    of construction

    projects

    67.00 - - Note 2, 7

    Ownership (%)

    Name of InvestorName of

    Subsidiary

    Main Business

    ActivitiesDescription

  • ~16~

    Note 1: Being the Company’s controlled entities, these subsidiaries that were under 50% owned

    by the Company directly or indirectly were included in the consolidated financial

    statements.

    Note 2: The financial statements of the entity as of and for the three-month periods ended March

    31, 2020 and 2019 were not reviewed by independent accountants as the entity did not

    meet the definition of significant subsidiary.

    Note 3: The equity interest of 33% and 17% was acquired by cash in March 2019 and February

    2020, respectively.

    Note 4: In May 2019, the Group implemented an organizational restructuring. ECOVE

    Environment Services Corp. and ECOVE Waste Management Corp. sold its originally

    held 2% equity interest in ECOVE Wujih Energy Corp. and 40% equity interest in Yuan

    Ding Resources Management Corp. to ECOVE Environment Corp.

    Note 5: On October 18, 2019, the subsidiary, ECOVE Central Corp. Ltd., was dissolved after the

    merger with the subsidiary, ECOVE Solar Energy Corp.

    Note 6: CTCI Corp. sold its 99.05% equity interest in CTCI Resources Engineering Inc. to CTCI

    Advanced Systems Inc. due to the Group’s reorganization in January 2020.

    Note 7: The Company jointly established PT CTCI International Indonesia with PT Eptco Dian

    Persada and obtained 67% equity interest in January 2020.

    March 31,

    2020

    December 31,

    2019

    March 31,

    2019

    ECOVE

    Environment

    Corp.

    ECOVE

    Environment

    Services Corp.

    ECOVE Solvent

    Recycling Corp.

    Environmental

    engineering

    90.00 90.00 90.00 Note 2

    ECOVE

    Environment

    Corp.

    ECOVE Solar

    Energy Corp.

    Electric Power

    Supply

    100.00 100.00 100.00

    ECOVE Solar

    Energy Corp.

    ECOVE Solar

    Power Corp.

    Electric Power

    Supply

    100.00 100.00 100.00

    ECOVE Solar

    Energy Corp.

    ECOVE Central

    Corp. Ltd.

    Electric Power

    Supply

    - - 100.00 Note 5

    ECOVE Solar

    Energy Corp.

    ECOVE South

    Corp. Ltd.

    Electric Power

    Supply

    100.00 100.00 100.00 Note 2

    ECOVE Solar

    Energy Corp.

    G.D

    International,

    LLC.

    Electric Power

    Supply

    100.00 100.00 100.00 Note 2

    G.D

    International,

    LLC.

    Lumberton Solar

    W2-090, LLC.

    Electric Power

    Supply

    100.00 100.00 100.00 Note 2

    Ownership (%)

    Name of InvestorName of

    Subsidiary

    Main Business

    ActivitiesDescription

  • ~17~

    Note 8: The financial statements of the entity as of and for the three-month period ended March

    31, 2020 were not reviewed by independent accountants as the entity did not meet the

    definition of significant subsidiary.

    C. Subsidiaries not included in the consolidated financial statements: None.

    D. Adjustments for subsidiaries with different balance sheet date: None.

    E. Significant restrictions: None.

    F. Subsidiaries that have non-controlling interests that are material to the Group:

    As of March 31, 2020, December 31, 2019 and March 31, 2019, the non-controlling interest

    amounted to $3,141,195, $3,190,554 and $3,329,453, respectively. The information on non-

    controlling interest and respective subsidiaries is as follows:

    Summarized financial information of the subsidiary:

    Balance sheets

    Name of

    subsidiary

    Principal

    place

    of business Amount

    Ownership

    (%) Amount

    Ownership

    (%) Amount

    Ownership

    (%)

    ECOVE

    Environment

    Corp.

    Taiwan 2,739,312$ 42.28% 2,638,453$ 42.28% 2,693,511$ 42.28%

    December 31, 2019 March 31, 2019March 31, 2020

    Non-controlling interest

    March 31, 2020 December 31, 2019 March 31, 2019

    Current assets 3,684,334$ 3,555,853$ 3,820,332$

    Non-current assets 5,920,027 5,984,964 5,660,221

    Current liabilities 1,543,711)( 1,734,603)( 1,466,318)(

    Non-current liabilities 2,230,706)( 2,213,411)( 2,328,776)(

    Total net assets 5,829,944$ 5,592,803$ 5,685,459$

    ECOVE Environment Corp.

  • ~18~

    Statements of comprehensive income

    Statements of cash flows

    (4) Employee benefits

    Pensions

    Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate

    derived from the actuarial valuation at the end of the prior financial year, adjusted for significant

    market fluctuations since that time and for significant curtailments, settlements, or other significant

    one-off events. Also, the related information is disclosed accordingly.

    (5) Income tax

    A. The interim period income tax expense is recognized based on the estimated average annual

    effective income tax rate expected for the full financial year applied to the pretax income of the

    interim period, and the related information is disclosed accordingly.

    2020 2019

    Revenue 1,300,056$ 1,283,837$

    Profit before income tax 297,823 301,205

    Income tax expense 56,161)( 56,768)(

    Profit for the period 241,662 244,437

    Other comprehensive (loss) income, net of tax 9,818)( 17,010

    Total comprehensive income for the period 231,844$ 261,447$

    Comprehensive income attributable to

    non-controlling interest 38,550$ 48,335$

    Dividends paid to non-controlling interest -$ -$

    ECOVE Environment Corp.

    March 31,

    For the three-month periods ended

    2020 2019

    Net cash provided by operating activities 265,147$ 83,839$

    Net cash provided by investing

    activities 118,059 115,362

    Net cash (used in) provided by financing

    activities 16,167)( 81,799

    Increase in cash and cash equivalents for the

    period 367,039 281,000

    Cash and cash equivalents, beginning of period 1,679,523 1,543,162

    Cash and cash equivalents, end of period 2,046,562$ 1,824,162$

    ECOVE Environment Corp.

    For the three-month periods ended

    March 31,

  • ~19~

    B. If a change in tax rate is enacted or substantively enacted in an interim period, the Group

    recognizes the effect of the change immediately in the interim period in which the change occurs.

    The effect of the change on items recognized outside profit or loss is recognized in other

    comprehensive income or equity while the effect of the change on items recognized in profit or

    loss is recognized in profit or loss.

    5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF

    ASSUMPTION UNCERTAINTY

    There have been no significant changes as of March 31, 2020. Please refer to Note 5 of the consolidated

    financial statements for the year ended December 31, 2019.

    6. DETAILS OF SIGNIFICANT ACCOUNTS

    (1) Cash and cash equivalents

    A. The Group transacts with a variety of financial institutions all with high credit quality to disperse

    credit risk, so it expects that the probability of counterparty default is remote.

    B. Details of the Group’s cash and cash equivalents pledged to others as collateral are provided in

    Note 8.

    March 31, 2020 December 31, 2019 March 31, 2019

    Cash on hand and

    revolving funds $ 105,091 $ 92,656 $ 285,976

    Checking accounts and

    demand deposits 8,681,415 13,914,792 10,229,321

    Time deposits 8,114,909 6,760,133 6,498,382

    16,901,415$ 20,767,581$ 17,013,679$

  • ~20~

    (2) Financial assets and liabilities at fair value through profit or loss - Current

    A. Amounts recognized in profit or loss in relation to financial assets at fair value through profit or

    loss are listed below:

    B. The Group entered into contracts relating to derivative financial assets and liabilities which were

    not accounted for under hedge accounting. The information is listed below:

    Items March 31, 2020 December 31, 2019 March 31, 2019

    Current items:

    Financial assets

    mandatorily measured

    at fair value through

    profit or loss

    Beneficiary certificates 30,135$ 275,101$ 345,546$

    Derivatives 7,392 - 64,569

    37,527 275,101 410,115

    Valuation adjustment 785)( 744 498

    36,742$ 275,845$ 410,613$

    Financial liabilities

    mandatorily measured

    at fair value through

    profit or loss

    Derivatives 16,891$ 54,716$ 36$

    2020 2019

    Financial assets mandatorily measured at

    fair value through profit or loss

    Beneficiary certificates 54$ 2,651$

    Derivatives 1,482)( 27,500

    1,428)($ 30,151$

    For the three-month periods ended March 31,

    Contract Period

    Foreign exchange swap contract (1 item) THB 490,000 thousand 2020.03.20~2021.03.19

    Foreign exchange contract-buy (12 items) USD 40,370 thousand 2019.05.02~2020.09.17

    Contract Period

    Foreign exchange swap contract (8 items) USD 80,000 thousand 2019.12.12~2020.01.09

    Foreign exchange contract-buy (11 items) USD 35,370 thousand 2019.05.02~2020.09.17

    March 31, 2020

    Contract Amount

    (notional principal)

    December 31, 2019

    Contract Amount

    (notional principal)

  • ~21~

    The Group entered into forward foreign exchange contracts to hedge exchange rate risk of import

    or export proceeds. However, these forward foreign exchange contracts are not accounted for

    under hedge accounting.

    C. Information relating to credit risk of financial assets at fair value through profit or loss is provided

    in Note 12(2).

    (3) Financial assets at fair value through other comprehensive income

    Contract Period

    Foreign exchange swap contract (1 item) THB 69,250 thousand 2018.05.18~2019.05.22

    Foreign exchange swap contract (11 items) USD 90,000 thousand 2019.03.05~2019.04.11

    Foreign exchange contract-buy (11 items) USD 35,370 thousand 2018.05.02~2019.09.17

    Merchandise exchange contract (1 item) USD 1,160 thousand 2019.01.03~2019.04.03

    March 31, 2019

    Contract Amount

    (notional principal)

    Items March 31, 2020 December 31, 2019 March 31, 2019

    Current items:

    Debt instruments

    Corporate bonds -$ -$ 27,572$

    Valuation adjustment - - 126)(

    - - 27,446

    Equity instruments

    Listed stocks 292,064 292,064 323,576

    Valuation adjustment 100,515 172,879 166,468

    392,579 464,943 490,044

    392,579$ 464,943$ 517,490$

    Non-current items:

    Equity instruments

    Unlisted shares 2,218,552$ 2,218,552$ 919,414$

    Valuation adjustment 1,377,643)( 1,360,053)( 138,456)(

    840,909$ 858,499$ 780,958$

  • ~22~

    A. The Group has elected to classify investments that are considered to be strategic investments or

    steady dividend income as financial assets at fair value through other comprehensive income.

    B. Amounts recognized in profit or loss and other comprehensive income in relation to the financial

    assets at fair value through other comprehensive income are listed below:

    C. As of December 31, 2019, Powtec ElectroChemical Corp. continued to incur significant losses,

    and its current assets are insufficient to cover its current liabilities. In addition, in February 2020,

    the company’s Board of Directors approved negotiations call for bankruptcy. Accordingly, the

    Company has adjusted the book value of the financial asset to $0, and recognized loss on valuation

    under changes in fair value of other comprehensive income.

    D. Information relating to credit risk of financial assets at fair value through other comprehensive

    income is provided in Note 12(2).

    (4) Financial assets at amortized cost

    As at March 31, 2020, December 31, 2019 and March 31, 2019, without taking into account any

    collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the

    amount that best represents the financial assets at amortized cost held by the Group was $179,899,

    $407,884 and $138,340, respectively.

    2020 2019

    Equity instruments at fair value through

    other comprehensive income

    Fair value change recognized in other

    comprehensive income 89,923)($ 36,855$

    Cumulative loss reclassified to

    retained earnings due to derecognition -$ 2,048)($

    Debt instruments at fair value through

    other comprehensive income

    Fair value change recognized in other

    comprehensive income -$ 39$

    Exchange gain recognized in

    profit or loss -$ 620$

    Interest income recognized in profit or loss -$ 267$

    For the three-month periods ended March 31,

    Items March 31, 2020 December 31, 2019 March 31, 2019

    Current items: Time deposits with

    maturity over three

    months 49,179$ 277,164$ 30,460$

    Non-current items:

    Pledged time deposits 130,720$ 130,720$ 107,880$

  • ~23~

    (5) Notes and accounts receivable

    A. The ageing analysis of notes receivable and accounts receivable is as follows:

    The above analysis is calculated based on booking date.

    B. As of March 31, 2020, December 31, 2019, March 31, 2019 and January 1, 2019, the balances of

    receivables (including notes receivable) from contracts with customers amounted to $6,756,357,

    $4,286,050, $5,056,626 and $8,914,287, respectively.

    C. As of March 31, 2020, December 31, 2019, and March 31, 2019, without taking into account any

    collateral held or other credit enhancements, the maximum exposure to credit risk in respect of

    the amount that best represents the receivables (including notes receivable) held by the Group was

    $6,736,102, $4,264,175 and $5,017,365, respectively.

    D. Information relating to long-term receivables due in one year is provided in Note 6(11).

    E. Information relating to credit risk is provided in Note 12(2) C(b).

    (6) Prepayments

    March 31, 2020 December 31, 2019 March 31, 2019

    Notes receivable 30,708$ 63,360$ 14,614$

    Accounts receivable 6,725,649 4,222,690 5,042,012

    Long-term receivables

    due in one year 293,051 312,489 281,501

    Less: Allowance for bad

    debts 20,255)( 21,875)( 39,261)(

    7,029,153$ 4,576,664$ 5,298,866$

    March 31, 2020 December 31, 2019 March 31, 2019

    Up to 30 days 6,214,003$ 3,717,118$ 3,369,773$

    31 to 90 days 112,280 94,072 1,141,481

    91 to 180 days 99,452 346,698 194,641

    Over 181 days 623,673 440,651 592,971

    7,049,408$ 4,598,539$ 5,298,866$

    March 31, 2020 December 31, 2019 March 31, 2019

    Prepayment for materials 1,275,214$ 855,305$ 2,861,470$ Prepayment for

    construction in progress 722,739 652,900 517,938

    Others 1,163,111 1,250,465 926,174

    3,161,064$ 2,758,670$ 4,305,582$

  • ~24~

    (7) Investments accounted for under the equity method

    Associates

    A. The basic information of the associate that is material to the Group is as follows:

    2020 2019

    At January 1 2,173,160$ 3,680,933$

    Share of profit or loss of investments accounted

    for using equity method 21,236 148,680)(

    Changes in other equity items 18,985)( 6,307

    At March 31 2,175,411$ 3,538,560$

    Associates: March 31, 2020 December 31, 2019 March 31, 2019

    Pan Asia Corp. 198,450$ 197,079$ 435,571$

    Powtec ElectroChemical

    Corp. (formerly

    Powertec Energy Corp.) - - 1,135,627

    Boretech Resource

    Recovery Engineering

    Co., Ltd. (Cayman) 461,692 462,705 442,164

    MIE Industrial Sdn.

    Bhd. 583,710 599,178 570,571

    Blue Whale Water

    Technology Co., Ltd. 423,436 411,670 455,274

    EVER ECOVE Corp. 289,984 291,685 295,957

    HDEC-CTCI (Linhai)

    Corporation 218,139 210,843 203,396

    2,175,411$ 2,173,160$ 3,538,560$

    Shareholding ratio

    Company name

    Principal

    place

    of business March 31, 2019

    Nature of

    relationship

    Method of

    measurement

    Powtec ElectroChemical

    Corp.

    Taiwan 16.03% Associate Equity method

  • ~25~

    B. The summarized financial information of the associate that is material to the Group is as follows:

    Balance sheet

    Statement of comprehensive income

    C. The carrying amount of the Group’s interests in all individually immaterial associates and the

    Group’s share of the operating results are summarized below:

    As of March 31, 2020, December 31, 2019 and March 31, 2019, the carrying amount of the

    Group’s individually immaterial associates amounted to $2,175,411, $2,173,160 and $2,402,933,

    respectively.

    D. In May 2019, the Board of Directors during its meeting resolved to dispose 19,580,000 shares of

    Pan Asia Corp. totaling $224,494, of which $5,158 was recognized as gain on disposal of

    investments (shown as other gains and losses).

    E. The Group resigned from Powtec ElectroChemical Corp. as a director in September 2019 due to

    business consideration. As the Group lost its significant influence over this company, the Group

    reclassified the equity investment in Powtec ElectroChemical Corp. as “financial assets at fair

    value through other comprehensive income - non-current” and recognized the result of

    remeasurement of its remaining investment at fair value in gain on disposal, shown as other gains

    and losses, amounting to $510,967.

    Powtec ElectroChemical Corp.

    March 31, 2019

    Current assets 1,436,352$

    Non-current assets 21,186,451

    Current liabilities 449,018)(

    Non-current liabilities 11,482,981)(

    Total net assets 10,690,804$

    Share in associate’s net assets 1,713,736$

    Carrying amount of the associate 1,135,627$

    Powtec ElectroChemical Corp.

    For the three-month period ended

    March 31, 2019

    Revenue -$

    Total comprehensive loss 570,659)($

    2020 2019

    Total comprehensive income 18,307$ 200,453)($

    For the three-month periods ended March 31,

  • ~26~

    F. The financial statements of above investments accounted for using the equity method as of and for

    the three-month periods ended March 31, 2020 and 2019 were not reviewed by independent

    accountants.

    G. The investments accounted for using the equity method, Pan Asia Corp., Blue Whale Water

    Technology Co. Ltd., EVER ECOVE Corp., and HDEC-CTCI (Linhai) Corporation, were

    recognized based on the financial statements which were audited by other auditors as of December

    31, 2019.

  • ~27~

    (8) Property, plant and equipment

    Land

    Buildings and

    structures Machinery

    Transportation

    equipment

    Office

    equipment

    Unfinished

    construction

    and

    prepayments

    for equipment Others Total

    At January 1, 2020

    Cost 5,494,521$ 4,502,955$ 3,863,852$ 302,719$ 248,188$ 769,306$ 871,920$ 16,053,461$

    Accumulated depreciation - 1,917,972)( 1,174,844)( 234,157)( 230,385)( - 707,631)( 4,264,989)(

    5,494,521$ 2,584,983$ 2,689,008$ 68,562$ 17,803$ 769,306$ 164,289$ 11,788,472$

    For the three-month period

    ended March 31, 2020

    Opening net book amount 5,494,521$ 2,584,983$ 2,689,008$ 68,562$ 17,803$ 769,306$ 164,289$ 11,788,472$

    Additions - 640 14,886 1,536 422 312,097 1,994 331,575

    Disposals - - 3)( 62)( - - 44)( 109)(

    Depreciation charge - 32,909)( 98,189)( 7,551)( 1,221)( - 22,258)( 162,128)(

    Reclassifications - 25,426 426,012 - - 170,531)( 8,321 289,228

    Net exchange differences 5,222)( 22,633)( 1,178 1,754)( 899)( - 1,332)( 30,662)(

    Closing net book amount 5,489,299$ 2,555,507$ 3,032,892$ 60,731$ 16,105$ 910,872$ 150,970$ 12,216,376$

    At March 31, 2020

    Cost 5,489,299$ 4,499,388$ 4,235,925$ 302,439$ 247,711$ 910,872$ 880,859$ 16,566,493$

    Accumulated depreciation - 1,943,881)( 1,203,033)( 241,708)( 231,606)( - 729,889)( 4,350,117)(

    5,489,299$ 2,555,507$ 3,032,892$ 60,731$ 16,105$ 910,872$ 150,970$ 12,216,376$

  • ~28~

    Land

    Buildings and

    structures Machinery

    Transportation

    equipment

    Office

    equipment

    Unfinished

    construction

    and

    prepayments

    for equipment Others Total

    At January 1, 2019

    Cost 5,519,050$ 4,254,061$ 2,853,926$ 262,446$ 239,739$ 290,187$ 771,729$ 14,191,138$

    Accumulated depreciation - 1,777,331)( 936,086)( 206,580)( 230,037)( - 609,068)( 3,759,102)(

    5,519,050$ 2,476,730$ 1,917,840$ 55,866$ 9,702$ 290,187$ 162,661$ 10,432,036$

    For the three-month period

    ended March 31, 2019

    Opening net book amount 5,519,050$ 2,476,730$ 1,917,840$ 55,866$ 9,702$ 290,187$ 162,661$ 10,432,036$

    Additions 20 89 14,824 1,244 195 69,464 3,119 88,955

    Disposals - - 16)( - - - 140)( 156)(

    Depreciation charge - 31,550)( 52,845)( 4,854)( 1,234)( - 27,423)( 117,906)(

    Reclassifications - 114,413 139,899 - - 88,614)( - 165,698

    Net exchange differences 1,617 27,645 2,476 289 84 352 1,246 33,709

    Closing net book amount 5,520,687$ 2,587,327$ 2,022,178$ 52,545$ 8,747$ 271,389$ 139,463$ 10,602,336$

    At March 31, 2019

    Cost 5,520,687$ 4,368,563$ 3,008,633$ 263,690$ 239,934$ 271,389$ 774,708$ 14,447,604$

    Accumulated depreciation - 1,781,236)( 986,455)( 211,145)( 231,187)( - 635,245)( 3,845,268)(

    5,520,687$ 2,587,327$ 2,022,178$ 52,545$ 8,747$ 271,389$ 139,463$ 10,602,336$

  • ~29~

    A. Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitaliztion are as follows:

    B. Please refer to Note 8 for the details of pledged property, plant and equipment.

    2020 2019

    Amount capitalized 1,339$ 787$

    Range of the interest rates for capitalization 1.01%~2.04% 1.09%~1.40%

    For the three-month periods ended

    March 31,

  • ~30~

    (9) Leasing arrangements-lessee

    A. The Group leases various assets including land, buildings, business vehicles, multifunction

    printers, etc. Rental contracts are typically made for periods of 1 to 28 years. Lease terms are

    negotiated on an individual basis and contain a wide range of different terms and conditions. The

    lease agreements do not impose covenants, but leased assets may not be used as security for

    borrowing purposes.

    B. The carrying amount of right-of-use assets and the depreciation charge are as follows:

    C. For the three-month periods ended March 31, 2020 and 2019, the additions to right-of-use assets

    were $18,395 and $1,111, respectively.

    D. The information on income and expense accounts relating to lease contracts is as follows:

    E. For the three-month periods ended March 31, 2020 and 2019, the Group’s total cash outflow for

    leases were $118,100 and $100,098, respectively.

    March 31, 2020 December 31, 2019 March 31, 2019

    Carrying amount Carrying amount Carrying amount

    Land $ 237,836 $ 258,991 $ 217,610

    Buildings 63,142 73,633 49,386

    Transportation

    equipment (Business

    vehicles) 46,457 48,233 44,349

    Office equipment

    (Photocopiers) 25,832 29,338 44,459

    Other equipment 40,771 33,659 37,618

    414,038$ 443,854$ 393,422$

    2020 2019

    Depreciation charge Depreciation charge

    Land $ 21,591 $ 7,709

    Buildings 11,437 5,664

    Transportation equipment (Business vehicles) 7,539 5,720

    Office equipment (Photocopiers) 4,240 3,583

    Other equipment 692 1,494

    45,499$ 24,170$

    For the three-month periods ended March 31,

    2020 2019

    Items affecting profit or loss

    Interest expense on lease liabilities $ 674 $ 618

    Expense on short-term lease contracts 63,602 73,995

    Expense on leases of low-value assets 127 -

    Expense on variable lease payments 9,601 5,902

    For the three-month periods ended March 31,

  • ~31~

    F. Variable lease payments:

    (a) The Group's lease contract contains a variable lease payment term that is linked to the amount

    of electricity generated by solar energy. Changes in variable lease payments are recognized as

    expense in the period specified in the contract.

    (b) A 1% increase in the electricity generated from solar energy would increase total lease

    payments by approximately 1% in accordance with the relevant variable lease contract.

    (10) Investment property

    Buildings and

    Land structures Total

    At January 1, 2020

    Cost 718,428$ 126,572$ 845,000$

    Accumulated depreciation - 41,177)( 41,177)(

    718,428$ 85,395$ 803,823$

    For the three-month period

    ended March 31, 2020

    Opening net book amount 718,428$ 85,395$ 803,823$

    Depreciation charge - 1,025)( 1,025)(

    Closing net book amount 718,428$ 84,370$ 802,798$

    At March 31, 2020

    Cost 718,428$ 126,572$ 845,000$

    Accumulated depreciation - 42,202)( 42,202)(

    718,428$ 84,370$ 802,798$

    Buildings and

    Land structures Total

    At January 1, 2019

    Cost 718,428$ 126,572$ 845,000$

    Accumulated depreciation - 36,871)( 36,871)(

    718,428$ 89,701$ 808,129$

    For the three-month period

    ended March 31, 2019

    Opening net book amount 718,428$ 89,701$ 808,129$

    Depreciation charge - 1,077)( 1,077)(

    Closing net book amount 718,428$ 88,624$ 807,052$

    At March 31, 2019

    Cost 718,428$ 126,572$ 845,000$

    Accumulated depreciation - 37,948)( 37,948)(

    718,428$ 88,624$ 807,052$

  • ~32~

    A. Rental income from the lease of the investment property and direct operating expenses arising

    from the investment property are shown below:

    B. The fair values of the investment property held by the Group as at March 31, 2020 and 2019

    were $853,588 and $923,715, respectively, which were valued based on the trading prices of

    nearby assets recorded in the Actual Selling Price Property Value Reporting, Ministry of Interiors.

    The fair value of the investment property held by the Group as at December 31, 2019 was

    $940,000, which was valued by independent valuers. Valuations were made using the income

    approach with key assumptions as follows:

    C. Information about the investment property that was pledged to others as collateral is provided in

    Note 8.

    (11) Other non-current assets

    2020 2019

    Rental income from investment property 7,803$ 7,803$

    Direct operating expenses arising from the

    investment property that generated rental

    income during the period 1,025$ 1,077$

    Direct operating expenses arising from the

    investment property that did not generate

    rental income during the period -$ -$

    For the three-month periods ended

    March 31,

    December 31, 2019

    Gross margin 2.54%

    Growth rate 1.00%~1.50%

    Discount rate 3.40%

    March 31, 2020 December 31, 2019 March 31, 2019

    Long-term receivables 2,396,348$ 2,503,219$ 2,631,986$ Less: Long-term

    receivables due in one

    year 293,051)( 312,489)( 281,501)(

    2,103,297 2,190,730 2,350,485

    Restricted bank deposits 49,201 53,563 12,064

    Refundable deposits 271,068 146,639 121,331

    Long-term prepayments

    for investments 504,206 - -

    Prepayments for business

    facilities 154,750 367,916 544,993

    Air pollution fee - - 54,267

    Costs to fulfill a contract 104,610 120,909 -

    Others 199,112 265,283 180,123

    3,386,244$ 3,145,040$ 3,263,263$

  • ~33~

    A. Long-term receivables:

    The Group contracted with the government (grantor) a service concession arrangement. The

    consideration receivable from the grantor in respect of the service concession arrangement is

    recognized at its fair value. Such consideration is recognized as a financial asset based on the

    way of the consideration from the grantor to the operator being made as specified in the

    arrangement. The consideration receivable from the grantor is recognized as accounts receivable

    if it is expected to be realized within 12 months after the balance sheet date (please refer to Note

    6(5)), and is recognized as long-term receivables if it is expected to be realized more than 12

    months after the balance sheet date. The major terms of the arrangement are as follows:

    (a) The second-tier subsidiary, ECOVE Wujih Energy Corp., obtained the operation for the

    construction of Wujih Refuse Incineration Plant by build - operate - transfer (BOT) mode

    since April, 2000. In September, 2000, the “Taichung City waste incineration, commission

    contract” between ECOVE Wujih Energy Corp., and Taichung Government had been signed.

    The operating period is for 20 years starting from September 6, 2004. However, according to

    the contract, if it is expired in advance or extended during construction or operation, duration

    of the operation will be deemed to be matured or extended, but not to exceed 50 years. In

    order to work the “Waste Incineration Taichung City Commission Contract”, ECOVE Wujih

    Energy Corp., obtained the land-use right that has continued for 20 years since the plant began

    operation.

    (b) The second-tier subsidiary, ECOVE Miaoli Energy Corp., obtained the operation for the

    construction of Miaoli County Refuse Incineration Plant by build - operate - transfer (BOT)

    mode since August, 2002. In September, 2002, the “Waste Incineration Commission Contract”

    between ECOVE Miaoli Energy Corp., and Miaoli County Government had been signed. The

    operating period is for 20 years starting from February 29, 2008. However, according to the

    contract, if it is expired in advance or extended during construction or operation, duration of

    the operation will be deemed to be matured or extended, but not to exceed 50 years. In order

    to work the “Waste Incineration Miaoli County Commission Contract”, ECOVE Miaoli

    Energy Corp., obtained the land-use right of Miaoli Refuse Incineration Plant. Therefore,

    duration of the land – use right is from September 13, 2002 to March 12, 2026.

    (c) ECOVE Wujih Energy Corp., and ECOVE Miaoli Energy Corp. need to comply with the

    guarantee tonnage of waste from government according to the contract during construction

    or operation.

    (d) Per service cost is calculated and adjusted based on the “Waste Incineration Commission

    Contract”, “Index of average regular earnings of employees-manufacturing” and “Consumer

    price index”.

    B. Long-term prepaid rents were according to the “BOT Agreement” due to the land-use rights

    obtained by ECOVE Wujih Energy Corp., and ECOVE Miaoli Energy Corp. and transferred to

    right-of-use assets in applying IFRS 16 from January 1, 2019.

  • ~34~

    C. Information about the restricted bank deposits and refundable deposits that were pledged to

    others as collateral is provided in Note 8.

    D. The costs to fulfill a contract refer to the initial reconstruction cost of the Refuse Incineration

    Plant for the contract that the subsidiary - ECOVE Environmental Services Corp. entered into

    with the owner to operate the plant on its behalf, and it is amortized over the term of the contract.

    E. In December 2018, the Board of Directors resolved to invest in Ever Victory Global Limited,

    and the Group separately remitted payments depending on the capital requirement. Said

    investment was recognized in long-term prepayments for investments under other non-current

    assets as the registration has not yet been completed.

    (12) Short-term borrowings

    Note 1: ECOVE Solvent Recycling Corp. has committed that upon completion of the construction,

    ECOVE Solvent Recycling Corp. will complete the registration of ownership on the

    construction and pledge with the basement of construction in first priority to Chang Hwa

    Bank.

    Note 2: The borrowing facilities were 100% jointly guaranteed by the subsidiary - ECOVE

    Environment Corp.

    Note 3: Properties pledged by subsidiary-CTCI Development Corp. and was guaranteed and

    endorsed by the Company.

    Type of borrowing March 31, 2020 Interest rate range Collateral

    Unsecured borrowings 5,648,849$ 0.7%~8.83% -

    Secured borrowings 249,700 0.97%~1.5% Note 1 and 2

    5,898,549$

    Type of borrowing December 31, 2019 Interest rate range Collateral

    Unsecured borrowings 5,858,306$ 0.70%~7.95% -

    Secured borrowings 305,000 0.95%~1.70% Notes 1 and 2

    6,163,306$

    Type of borrowing March 31, 2019 Interest rate range Collateral

    Unsecured borrowings 8,950,436$ 0.68%~8.05% -

    Secured borrowings 1,997,150 1.09%~1.24% Notes 2 and 3

    10,947,586$

  • ~35~

    (13) Accounts payable

    (14) Other payables

    (15) Other current assets/liabilities

    Joint venture represents an accumulated cost over (under) the accumulated capital injection and bills.

    March 31, 2020 December 31, 2019 March 31, 2019

    Materials payable 5,864,910$ 6,250,524$ 4,318,013$ Sub-contract costs

    payable 4,168,293 4,996,203 4,972,029 Maintenance costs

    payable 305,630 310,079 304,718 Incinerator equipment

    usage fee payable 35,493 41,517 15,141

    Others 94,996 109,967 180,623

    10,469,322$ 11,708,290$ 9,790,524$

    March 31, 2020 December 31, 2019 March 31, 2019

    Accrued payroll 672,357$ 1,464,481$ 735,508$ Accrued employees’

    compensation, directors’

    and supervisors’

    remuneration 152,379 123,434 197,307

    Accrued insurance 82,872 71,953 75,052

    Accrued pension 31,753 42,010 37,181

    Accrued consultant fee 251,320 250,456 -

    Others 431,264 895,687 644,046

    1,621,945$ 2,848,021$ 1,689,094$

    March 31, 2020 December 31, 2019 March 31, 2019

    Other current assets

    Joint venture 2,370,290$ -$ -$

    Others - 6,817 277,399

    2,370,290$ 6,817$ 277,399$

    Other current liabilities

    Joint venture -$ 1,734,466$ 2,730,966$ Long-term borrowings -

    current portion 150,833 134,149 200,872

    Receipts in advance 6,035 46,992 118,954

    Others 77,764 76,334 86,975

    234,632$ 1,991,941$ 3,137,767$

  • ~36~

    (16) Bonds payable

    The terms of the domestic unsecured bonds issued by the Company are as follows:

    The Company issued $6,000,000, annual fixed interest rate of 0.9%, first domestic unsecured bonds,

    as approved by the regulatory authority. The bonds mature 5 years from the issue date (December

    25, 2019 ~ December 25, 2024) and will be redeemed at the maturity date. The bonds were listed

    on the Taipei Exchange on December 16, 2019.

    (17) Long-term borrowings

    A. ECOVE Miaoli Energy Corp. committed to maintain the following financial ratios and criteria

    during the period of the contract:

    (a) Current ratio [(current assets + restricted assets provided as a compensation for the credit

    loan)/current liabilities] : More than 100%.

    (b) Liability ratio (total liabilities/ net equity): Less than 190%.

    (c) Interest coverage ratio [(income before tax + interest expense) / interest expense] : At least

    150%.

    B. As of December 31, 2019, ECOVE Miaoli Energy Corp. had no long-term borrowings (including

    current portion).

    C. Information about the assets that were pledged for bank borrowings as collateral is provided in

    Note 8.

    D. The promissory note made by the subsidiary - ECOVE Environment Corp. as of March 31, 2020,

    December 31, 2019 and March 31, 2019 were $1,658,475, $1,664,080 and $1,792,501,

    respectively.

    March 31, 2020 December 31, 2019

    Bonds payable 6,000,000$ 6,000,000$

    Less: Discount on bonds payable 10,089)( 10,471)(

    5,989,911$ 5,989,529$

    Type of borrowings March 31, 2020 December 31, 2019 March 31, 2019

    Secured borrowings 5,721,354$ 5,524,822$ 3,608,616$

    Less: Current portion 150,833)( 134,149)( 200,872)(

    5,570,521$ 5,390,673$ 3,407,744$

    Financing amount 8,152,647$ 7,733,525$ 6,637,861$

    Interest rate range 1.20%~3.11963% 1.25%~4.38513% 1.395%~4.9%

  • ~37~

    (18) Other non-current liabilities

    Deferred revenue is a cash grant received from New Jersey government in United States in 2017

    since Lumberton builds and operates a solar power station in New Jersey. The construction period

    of the solar power station is 15 years.

    (19) Pensions

    A. Defined benefit pension plan

    (a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance

    with the Labor Standards Law, covering all regular employees’ service years prior to the

    enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of

    employees who chose to continue to be subject to the pension mechanism under the Law.

    Under the defined benefit pension plan, two units are accrued for each year of service for the

    first 15 years and one unit for each additional year thereafter, subject to a maximum of 45

    units. Pension benefits are based on the number of units accrued and the average monthly

    salaries and wages of the last 6 months prior to retirement. The Company contributes monthly

    an amount equal to 6.5% of the employees’ monthly salaries and wages to the retirement fund

    deposited with Bank of Taiwan, the trustee, under the name of the independent retirement

    fund committee. Also, the Company would assess the balance in the aforementioned labor

    pension reserve account by the end of December 31, every year. If the account balance is

    insufficient to pay the pension calculated by the aforementioned method to the employees

    expected to qualify for retirement in the following year, the Company will make contributions

    to cover the deficit by next March.

    (b) For the aforementioned pension plan, the Group recognized pension costs of $7,830 and

    $10,839 for the three-month periods ended March 31, 2020 and 2019, respectively.

    (c) Expected contributions to the defined benefit pension plans of the Group for the year ending

    December 31, 2021 amount to $86,581.

    March 31, 2020 December 31, 2019 March 31, 2019

    Net defined benefit

    liabilities

    1,171,431$ 1,409,863$ 1,518,647$

    Deposits received 342,168 326,007 370,062

    Accrued recovery costs 110,694 109,623 97,356

    Deferred revenue 154,032 157,648 166,545

    Others 89,281 81,899 79,597

    1,867,606$ 2,085,040$ 2,232,207$

  • ~38~

    B. Defined contribution pension plan

    (a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined

    contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”),

    covering all regular employees with R.O.C. nationality. Under the New Plan, the Company

    and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’

    monthly salaries and wages to the employees’ individual pension accounts at the Bureau of

    Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of

    employment.

    (b) The pension costs under the defined contribution pension plans of the Group for the three-

    month periods ended March 31, 2020 and 2019 were $51,336 and $51,848, respectively.

    (c) Some overseas subsidiaries adopted a defined contribution pension plan, covering all regular

    employees. Appropriation of pension cost for the three-month periods ended March 31, 2020

    and 2019 were $20,590 and $31,954, respectively.

    (20) Share-based payment - employee compensation

    A. The Company

    (a) For the three-month periods ended March 31, 2020 and 2019, the Company’s share-based

    payment arrangements were as follows:

    Type of arrangement Grant date

    Quantity

    granted

    Contract

    period

    Vesting

    conditions

    Fifth plan of employee

    stock options

    2017.04.11 20,000 units 6 years Service of 2 to

    4 years

    Sixth plan of employee

    stock options

    2018.03.09 20,000 units 6 years Service of 2 to

    4 years

    Seventh plan of employee

    stock options

    2019.03.08 20,000 units 6 years Service of 2 to

    4 years

    Eighth plan of employee

    stock options

    2020.01.08 20,000 units 6 years Service of 2 to

    4 years

  • ~39~

    (b) The above employee stock options are set forth below:

    i. Details of the fifth plan of employee stock options outstanding are set forth below:

    ii. Details of the sixth plan of employee stock options outstanding are set forth below:

    No. of units

    Weighted-

    average No. of units

    Weighted-

    average

    (shares in exercise price (shares in exercise price

    Stock options thousands) (in dollars) thousands) (in dollars)

    Options outstanding

    at beginning of period 17,264.94 NT$44.10 18,328.55 NT$49.60

    Options granted - - - -

    Options waived 254.66)( - 154.88)( -

    Options exercised 1.31)( NT$44.10 - -

    Options outstanding

    at end of period 17,008.97 NT$44.10 18,173.67 NT$49.60

    Options exercisable

    at end of period 7,336.13 NT$44.10 - -

    For the three-month periods ended March 31,

    2020 2019

    No. of units

    Weighted-

    average No. of units

    Weighted-

    average

    (shares in exercise price (shares in exercise price

    Stock options thousands) (in dollars) thousands) (in dollars)

    Options outstanding

    at beginning of period 18,167.07 NT$40.80 19,294.54 NT$45.90

    Options waived 344.98)( - 188.34)( -

    Options exercised 1.74)( NT$40.80 - -

    Options outstanding

    at end of period 17,820.35 NT$40.80 19,106.20 NT$45.90

    Options exercisable

    at end of period 7,230.37 NT$40.80 - -

    For the three-month periods ended March 31,

    2020 2019

  • ~40~

    iii. Details of the seventh plan of employee stock options outstanding are set forth below:

    iv. Details of the eighth plan of employee stock options outstanding are set forth below:

    (c) The weighted-average stock price of stock options at exercise dates for the three-month

    periods ended March 31, 2020 and 2019 were NT$35.18 and NT$47.64, respectively.

    No. of units

    Weighted-

    average No. of units

    Weighted-

    average

    (shares in exercise price (shares in exercise price

    Stock options thousands) (in dollars) thousands) (in dollars)

    Options outstanding

    at beginning of period 18,886.10 NT$46.50 - -

    Options g