56
1 Update on HKFRSs 2008 – 2009 29 October 2008 © 2006-08 Nelson 1 Nelson Lam Nelson Lam 林智遠 林智遠 MBA MSc BBA ACA ACS CFA CPA(Aust.) CPA(US) FCCA FCPA(Practising) MSCA Amendment Effective After 1.1.2008 Amendment Effective After 1.1.2008 Selected new interpretations and amendments to HKFRSs issued in 2007 to 2008 HK(IFRIC )12 Service Concession Arrangements (2007) HK(IFRIC) 13 Customer Loyalty Programmes (2007) Effective for periods beginning on/after ¾ 1 Jan. 2008 ¾ 1 Jul 2008 HK(IFRIC) 13 Customer Loyalty Programmes (2007) HK(IFRIC) 14 HKAS 19 —The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (2007) HK(IFRIC) 15 Agreements for the Construction of Real Estate (2008) HK(IFRIC) 16 Hedges of a Net Investment in a Foreign Operation (2008) HKFRS 8 Operating Segments (2007) HKFRS 23 Borrowing Costs (2007) HKAS 1 P t ti f Fi i lSt t t (2007) ¾ 1 Jul. 2008 ¾ 1 Jan. 2008 ¾ 1 Jan. 2009 ¾ 1 Oct. 2008 ¾ 1 Jan. 2009 ¾ 1 Jan. 2009 ¾ 1J 2009 © 2006-08 Nelson 2 HKAS 1 Presentation of Financial Statements (2007) HKAS 27 Consolidated and Separate Financial Statements (2008) HKFRS 3 Business Combination (2008) Amendments to HKAS 32 and HKAS 1 Puttable Financial Instruments and Obligations Arising on Liquidation (2008) Amendments to HKAS 39 and HKFRS 7 Reclassification of Financial Assets (2008) ¾ 1 Jan. 2009 ¾ 1 Jul. 2009 ¾ 1 Jul. 2009 ¾ 1 Jan. 2009 ¾ 1 Jul. 2008

Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

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Page 1: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

1

Update on HKFRSs 2008 ndash 200929 October 2008

copy 2006-08 Nelson 1

Nelson LamNelson Lam 林智遠林智遠MBA MSc BBA ACA ACS CFA CPA(Aust) CPA(US) FCCA FCPA(Practising) MSCA

Amendment Effective After 112008Amendment Effective After 112008Selected new interpretations and amendments to HKFRSs issued in 2007 to 2008

bull HK(IFRIC )12 Service Concession Arrangements (2007)bull HK(IFRIC) 13 Customer Loyalty Programmes (2007)

Effective for periods beginning onafter

1 Jan 20081 Jul 2008bull HK(IFRIC) 13 Customer Loyalty Programmes (2007)

bull HK(IFRIC) 14 HKAS 19 mdashThe Limit on a Defined Benefit Asset Minimum Funding Requirements and their Interaction (2007)

bull HK(IFRIC) 15 Agreements for the Construction of Real Estate(2008)

bull HK(IFRIC) 16 Hedges of a Net Investment in a Foreign Operation (2008)

bull HKFRS 8 Operating Segments (2007)bull HKFRS 23 Borrowing Costs (2007)

HKAS 1 P t ti f Fi i l St t t (2007)

1 Jul 20081 Jan 2008

1 Jan 2009

1 Oct 2008

1 Jan 20091 Jan 20091 J 2009

copy 2006-08 Nelson 2

bull HKAS 1 Presentation of Financial Statements (2007)bull HKAS 27 Consolidated and Separate Financial Statements

(2008)bull HKFRS 3 Business Combination (2008)bull Amendments to HKAS 32 and HKAS 1 Puttable Financial

Instruments and Obligations Arising on Liquidation (2008)bull Amendments to HKAS 39 and HKFRS 7 Reclassification of

Financial Assets (2008)

1 Jan 2009 1 Jul 2009

1 Jul 20091 Jan 2009

1 Jul 2008

2

Service Concession Arrangements (HK(IFRIC) Interpretation 12)

copy 2006-08 Nelson 3

Scope of HK(IFRIC)-Int 12

bull HK(IFRIC) Interpretation 12ndash gives guidance on the accounting by operators for

public-to-private service concession arrangementspublic to private service concession arrangementsbull The interpretation applies to public-to-private

service concession arrangements ifa) the grantor controls or regulates

bull what service the operator must provide with the infrastructure

bull to whom it must provide them andat what price and

bull No need to have complete control

bull Sufficient for the price to be regulated say by capping mechanism

copy 2006-08 Nelson 4

bull at what price andb) the grantor controls ndash through ownership

beneficial entitlement or otherwise ndash any significant residual interest in the infrastructure at the end of the term of arrangement

3

Summary of HK(IFRIC)-Int 12a) Treatment of operatorrsquos

rights over the infrastructure

O ti

Shall not be recognised as PPEShall not be recognised as PPE

C t tiFV to beb) Recognition amp measurement of arrangement consideration

c) Construction or upgrade services

d) Operation servicese) Borrowing costs

HKAS 11

Operation Services

Construction or Upgrade Services

HKAS 18HKAS 23

Unconditional

FV to be used

copy 2006-08 Nelson 5

f) Subsequent accounting treatment of a financial asset and an intangible asset and

g) Items provided to the operator by the grantor

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

Unconditional contractual right to receive cash or other FAA right (a licence) to charge users

HKAS 39

HKAS 38

Use only or as part of the considerationUse only or as part of the consideration

Consensus

bull Under the terms of contractual arrangements within the scope of this Interpretation the

Recognition and Measurement of Arrangement Consideration

within the scope of this Interpretation the operator acts as a service provider

bull The operator ndash constructs or upgrades infrastructure

(construction or upgrade services) used to provide a public service and

ndash operates and maintains that infrastructure (operation services) for a specified period of

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 6

time bull The operator shall recognise and measure

revenue in accordance with HKAS 11 and 18 for the services it performs

4

Consensus

Recognition and Measurement of Arrangement Consideration

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11

bull The operator shall account for revenue and costs relating to operation services in

d ith HKAS 18HKAS 11 HKAS 18

copy 2006-08 Nelson 7

accordance with HKAS 18

Consensus

bull If the operator provides construction or upgrade services the consideration received

Construction or Upgrade Services

upgrade services the consideration received or receivable by the operator shall be recognised at its fair value

bull The consideration may be rights to a) a financial asset or b) an intangible asset

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 8

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

An unconditional contractual right to receive cash or another financial asset

A right (a licence) to charge users of the public service

5

Consensus

bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for

each component of the operators consideration

ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable

bull The nature of the consideration given by the

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 9

bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was

early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the

Group bull carries out the construction work (eg toll highways and bridges) for the

granting authority and i i h i ht t t th t d i d

copy 2006-08 Nelson 10

bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority

ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as

bull intangible assets orbull financial assets

6

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of

the public service or bull as financial assets if paid by the granting authority

ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as

bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d

copy 2006-08 Nelson 11

sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is

completedbull the concession assets will be amortised over the term of the concession

on a straight-line basis under the intangible asset model

Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)

copy 2006-08 Nelson 12

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 2: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

2

Service Concession Arrangements (HK(IFRIC) Interpretation 12)

copy 2006-08 Nelson 3

Scope of HK(IFRIC)-Int 12

bull HK(IFRIC) Interpretation 12ndash gives guidance on the accounting by operators for

public-to-private service concession arrangementspublic to private service concession arrangementsbull The interpretation applies to public-to-private

service concession arrangements ifa) the grantor controls or regulates

bull what service the operator must provide with the infrastructure

bull to whom it must provide them andat what price and

bull No need to have complete control

bull Sufficient for the price to be regulated say by capping mechanism

copy 2006-08 Nelson 4

bull at what price andb) the grantor controls ndash through ownership

beneficial entitlement or otherwise ndash any significant residual interest in the infrastructure at the end of the term of arrangement

3

Summary of HK(IFRIC)-Int 12a) Treatment of operatorrsquos

rights over the infrastructure

O ti

Shall not be recognised as PPEShall not be recognised as PPE

C t tiFV to beb) Recognition amp measurement of arrangement consideration

c) Construction or upgrade services

d) Operation servicese) Borrowing costs

HKAS 11

Operation Services

Construction or Upgrade Services

HKAS 18HKAS 23

Unconditional

FV to be used

copy 2006-08 Nelson 5

f) Subsequent accounting treatment of a financial asset and an intangible asset and

g) Items provided to the operator by the grantor

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

Unconditional contractual right to receive cash or other FAA right (a licence) to charge users

HKAS 39

HKAS 38

Use only or as part of the considerationUse only or as part of the consideration

Consensus

bull Under the terms of contractual arrangements within the scope of this Interpretation the

Recognition and Measurement of Arrangement Consideration

within the scope of this Interpretation the operator acts as a service provider

bull The operator ndash constructs or upgrades infrastructure

(construction or upgrade services) used to provide a public service and

ndash operates and maintains that infrastructure (operation services) for a specified period of

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 6

time bull The operator shall recognise and measure

revenue in accordance with HKAS 11 and 18 for the services it performs

4

Consensus

Recognition and Measurement of Arrangement Consideration

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11

bull The operator shall account for revenue and costs relating to operation services in

d ith HKAS 18HKAS 11 HKAS 18

copy 2006-08 Nelson 7

accordance with HKAS 18

Consensus

bull If the operator provides construction or upgrade services the consideration received

Construction or Upgrade Services

upgrade services the consideration received or receivable by the operator shall be recognised at its fair value

bull The consideration may be rights to a) a financial asset or b) an intangible asset

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 8

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

An unconditional contractual right to receive cash or another financial asset

A right (a licence) to charge users of the public service

5

Consensus

bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for

each component of the operators consideration

ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable

bull The nature of the consideration given by the

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 9

bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was

early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the

Group bull carries out the construction work (eg toll highways and bridges) for the

granting authority and i i h i ht t t th t d i d

copy 2006-08 Nelson 10

bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority

ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as

bull intangible assets orbull financial assets

6

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of

the public service or bull as financial assets if paid by the granting authority

ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as

bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d

copy 2006-08 Nelson 11

sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is

completedbull the concession assets will be amortised over the term of the concession

on a straight-line basis under the intangible asset model

Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)

copy 2006-08 Nelson 12

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 3: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

3

Summary of HK(IFRIC)-Int 12a) Treatment of operatorrsquos

rights over the infrastructure

O ti

Shall not be recognised as PPEShall not be recognised as PPE

C t tiFV to beb) Recognition amp measurement of arrangement consideration

c) Construction or upgrade services

d) Operation servicese) Borrowing costs

HKAS 11

Operation Services

Construction or Upgrade Services

HKAS 18HKAS 23

Unconditional

FV to be used

copy 2006-08 Nelson 5

f) Subsequent accounting treatment of a financial asset and an intangible asset and

g) Items provided to the operator by the grantor

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

Unconditional contractual right to receive cash or other FAA right (a licence) to charge users

HKAS 39

HKAS 38

Use only or as part of the considerationUse only or as part of the consideration

Consensus

bull Under the terms of contractual arrangements within the scope of this Interpretation the

Recognition and Measurement of Arrangement Consideration

within the scope of this Interpretation the operator acts as a service provider

bull The operator ndash constructs or upgrades infrastructure

(construction or upgrade services) used to provide a public service and

ndash operates and maintains that infrastructure (operation services) for a specified period of

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 6

time bull The operator shall recognise and measure

revenue in accordance with HKAS 11 and 18 for the services it performs

4

Consensus

Recognition and Measurement of Arrangement Consideration

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11

bull The operator shall account for revenue and costs relating to operation services in

d ith HKAS 18HKAS 11 HKAS 18

copy 2006-08 Nelson 7

accordance with HKAS 18

Consensus

bull If the operator provides construction or upgrade services the consideration received

Construction or Upgrade Services

upgrade services the consideration received or receivable by the operator shall be recognised at its fair value

bull The consideration may be rights to a) a financial asset or b) an intangible asset

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 8

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

An unconditional contractual right to receive cash or another financial asset

A right (a licence) to charge users of the public service

5

Consensus

bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for

each component of the operators consideration

ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable

bull The nature of the consideration given by the

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 9

bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was

early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the

Group bull carries out the construction work (eg toll highways and bridges) for the

granting authority and i i h i ht t t th t d i d

copy 2006-08 Nelson 10

bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority

ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as

bull intangible assets orbull financial assets

6

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of

the public service or bull as financial assets if paid by the granting authority

ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as

bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d

copy 2006-08 Nelson 11

sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is

completedbull the concession assets will be amortised over the term of the concession

on a straight-line basis under the intangible asset model

Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)

copy 2006-08 Nelson 12

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 4: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

4

Consensus

Recognition and Measurement of Arrangement Consideration

Operation Services

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11

bull The operator shall account for revenue and costs relating to operation services in

d ith HKAS 18HKAS 11 HKAS 18

copy 2006-08 Nelson 7

accordance with HKAS 18

Consensus

bull If the operator provides construction or upgrade services the consideration received

Construction or Upgrade Services

upgrade services the consideration received or receivable by the operator shall be recognised at its fair value

bull The consideration may be rights to a) a financial asset or b) an intangible asset

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 8

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

An unconditional contractual right to receive cash or another financial asset

A right (a licence) to charge users of the public service

5

Consensus

bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for

each component of the operators consideration

ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable

bull The nature of the consideration given by the

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 9

bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was

early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the

Group bull carries out the construction work (eg toll highways and bridges) for the

granting authority and i i h i ht t t th t d i d

copy 2006-08 Nelson 10

bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority

ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as

bull intangible assets orbull financial assets

6

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of

the public service or bull as financial assets if paid by the granting authority

ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as

bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d

copy 2006-08 Nelson 11

sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is

completedbull the concession assets will be amortised over the term of the concession

on a straight-line basis under the intangible asset model

Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)

copy 2006-08 Nelson 12

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 5: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

5

Consensus

bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for

each component of the operators consideration

ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable

bull The nature of the consideration given by the

Operator = Service ProviderOperator = Service Provider

Construction or Upgrade

Services

copy 2006-08 Nelson 9

bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law

Financial AssetFinancial Asset

Intangible AssetIntangible Asset

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was

early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the

Group bull carries out the construction work (eg toll highways and bridges) for the

granting authority and i i h i ht t t th t d i d

copy 2006-08 Nelson 10

bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority

ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as

bull intangible assets orbull financial assets

6

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of

the public service or bull as financial assets if paid by the granting authority

ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as

bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d

copy 2006-08 Nelson 11

sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is

completedbull the concession assets will be amortised over the term of the concession

on a straight-line basis under the intangible asset model

Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)

copy 2006-08 Nelson 12

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 6: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

6

ConsensusCase

China Communications Construction Company LtdAnnual Report of 2006

ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of

the public service or bull as financial assets if paid by the granting authority

ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as

bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d

copy 2006-08 Nelson 11

sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is

completedbull the concession assets will be amortised over the term of the concession

on a straight-line basis under the intangible asset model

Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)

copy 2006-08 Nelson 12

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 7: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

7

Scope

bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales

transaction ie a sale of goods rendering of services or use by a customer of entity assets and

b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services

bull The Interpretation addresses accounting by the entity that grants award credits to its customers

copy 2006-08 Nelson 13

Issues

bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or

receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or

ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and

bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th

copy 2006-08 Nelson 14

i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue

should be measured

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 8: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

8

Conclusions ndash Separation

bull An entity shall ndash apply HKAS 1813 and

account for award credits as a separately

Separately Identifiable Componentndash account for award credits as a separately

identifiable component of the sales transaction(s) in which they are granted (the initial sale)

bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between

the award credits and

Component

Award Credit

Fair Value

copy 2006-08 Nelson 15

ndash the award credits and ndash the other components of the sale Components

Other Components

Supplied by Supplied by the Entity Itselfthe Entity Itself

Supplied by Supplied by the Third Partythe Third Party

Conclusions ndash Recognition

bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when

ndash award credits are redeemed andndash it fulfils its obligations to supply awards

bull The amount of revenue recognised shall be based on

ndash the number of award credits that have been redeemed in exchange for awards

No of Award Credits Redeemed in Exchange

divide

copy 2006-08 Nelson 16

ndash relative to the total number expected to be redeemed

Supplied bySupplied bythe Entity Itselfthe Entity Itself

Total No of Award Credits Expected to be Redeemed

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 9: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

9

Conclusions ndash RecognitionExample

bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they

spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further

groceries ‒ The points have no expiry date

bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to

copy 2006-08 Nelson 17

Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100

Dr Cash $ 2000Cr Revenue $ 1900

Deferred income 100

Conclusions ndash RecognitionExample

Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for

groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50

Dr Deferred income $ 50Cr Revenue $ 50

Year 2bull In the second year management revises its expectations and now expects 90

points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number

copy 2006-08 Nelson 18

g y p g gredeemed to 40 + 41 = 81 points

bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40

in the second yearDr Deferred income $ 40Cr Revenue $ 40

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 10: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

10

Conclusions ndash RecognitionExample

Year 3bull In the third year a further nine points are redeemed taking the total number of

points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie

that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40

in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised

copy 2006-08 Nelson 19

Dr Deferred income $ 10Cr Revenue $ 10

Conclusions ndash Recognition

bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits

ndash on its own account(ie as the principal in the transaction) or

ndash on behalf of the third party(ie as an agent for the third party)

On its Own Account

On Behalf of the Third Party

copy 2006-08 Nelson 20

Supplied by Supplied by the Third Partythe Third Party

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 11: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

11

Construction of Real Estate(HK(IFRIC) Interpretation 15)

copy 2006-08 Nelson 21

Before 2005 helliphellip

bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale

f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies

Stage of Completion Full Completion

copy 2006-08 Nelson 22

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 12: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

12

HK Interpretation 3

bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties

do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the

construction of the properties

bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as

required under HKAS 11 shall not be used to i i i f h t t

copy 2006-08 Nelson 23

recognise revenue arising from such contracts

HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-

sale transactions

Scope and Issue of HK(IFRIC) 15

bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated

expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are

ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or

servicesbull Issues

ndash HK(IFRIC) 15 addresses two issues

copy 2006-08 Nelson 24

ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be

recognised

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 13: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

13

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

HKAS 18HKAS 18

bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set

out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major

structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)

HKAS 11HKAS 11

copy 2006-08 Nelson 25

ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184

1 Within Scope of HKAS 11 or 18

bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances

bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers

have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit

HKAS 11HKAS 11

HKAS 18HKAS 18

copy 2006-08 Nelson 26

ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 14: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

14

2 When is Revenue Recognised

bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably

Construction Contract

yndash the entity shall recognise revenue by reference to

the stage of completion of the contract activity in accordance with HKAS 11

bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether

R d i f

copy 2006-08 Nelson 27

the agreement is bull for the rendering of services or bull for the sale of goods

Rendering of Services

Sale of Goods

2 When is Revenue Recognised

bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the

rendering of services in accordance with HKAS 18

bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by

reference to the stage of completion of the transaction using the percentage of completion

h dR d i f

copy 2006-08 Nelson 28

method bull The requirements of HKAS 11 are generally

applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)

Rendering of Services

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 15: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

15

2 When is Revenue Recognised

bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of

goods and the criteria for recognition of revenue set out in HKAS 1814 apply

bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction

copy 2006-08 Nelson 29

progresses orndash of the real estate in its entirely at a single time

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

Transfer WIP as Transfer WIP as construction progressconstruction progress

2 When is Revenue Recognised

bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to

the stage of completion using the percentage of completion method

bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction

copy 2006-08 Nelson 30

Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 16: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

16

2 When is Revenue Recognised

bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all

the criteria in HKAS 1814 are satisfied

copy 2006-08 Nelson 31

Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time

HKFRS 8 Operating Segments

copy 2006-08 Nelson 32

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 17: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

17

Background

bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of

an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14

bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131

except for changes necessary to make the terminology consistent with that in other HKFRSs

copy 2006-08 Nelson 33

Adopted theldquoManagement Approachrdquo

Core Principle and Scope

Core Principlebull An entity shall disclose information to enable users

of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business

activities in which it engages andndash the economic environments in which it operates

Scopebull HKFRS 8 applies to

ndash the separate or individual financial statements of an entity with listed debt and equity

copy 2006-08 Nelson 34

q yndash the consolidated financial statements of a group with a parent with listed debt

and equityndash The segment information of an entity which chooses to follow HKFRS 8

bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 18: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

18

Operating Segments

bull An operating segment is a component of an entitya) that engages in business activities from which it may

earn revenues and incur expenses (includingA business activity

i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)

b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated

to the segment and bull assess its performance and

might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products

copy 2006-08 Nelson 35

c) for which discrete financial information is available

bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter

Operating Operating SegmentsSegments

Reporting SegmentsReportable Reportable SegmentSegment

bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or

results from aggregating two or more of those segments under the aggregation criteria and

b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)

Aggregation Criteria

Operating Operating SegmentsSegments

Quantitative

copy 2006-08 Nelson 36

( )bull There are also other situations in which separate

information about an operating segment shall be reported

Quantitative Thresholds

Other Situations

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 19: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

19

Reporting Segments

bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics

ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar

Aggregation Criteria

copy 2006-08 Nelson 37

bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of

Reporting Segments

Aggregation Criteria

aggregation is consistent with the core principle of HKFRS 8

‒ the segments have similar economic characteristics and

‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes

copy 2006-08 Nelson 38

c) the type or class of customer for their products and services

d) the methods used to distribute their products or provide their services and

e) if applicable the nature of the regulatory environment eg banking or public utilities

Aggregate segments if desired

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 20: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

20

Reporting Segments

bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to

external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments

b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating

t th t did t t l dQuantitative

copy 2006-08 Nelson 39

segments that did not report a loss and ii) the combined reported loss of all operating

segments that reported a lossc) Its assets are 10 or more of the combined assets

of all operating segments

Quantitative Thresholds

Disclosure

bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about

bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss

bull segment assets and bull the basis of measurement and

) ili ti f th t t l f

General Information

Other Information

copy 2006-08 Nelson 40

c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts

Reconciliations

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 21: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

21

Disclosure ndash Reconciliations

bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are

required for each date at which a balance sheet is presented

bull Previously reported information for prior periods shall be restated

copy 2006-08 Nelson 41

Reconciliations

Disclosure ndash Other Information

bull An entity shall report a measure of profit or loss and total assets for each reportable segment

bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker

Other Information

copy 2006-08 Nelson 42

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 22: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

22

Measurement

bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker

ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance

bull Compared with HKAS 14ndash HKAS 14 required segment information to be

prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment

copy 2006-08 Nelson 43

ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities

ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment

Measurement

bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if

ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker

bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets

copy 2006-08 Nelson 44

and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment

bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 23: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

23

Entity-Wide Disclosures

bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each

product and service or each group of similar products and services

ndash certain geographical informationndash information about the extent of its reliance on its major

customers

Products andProducts and

copy 2006-08 Nelson 45

Products and Products and ServicesServices

Geographical Geographical AreasAreas

Major CustomersMajor Customers

Effective Date and Transition

bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009

bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a

period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as

comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless

ndash the necessary information is not available and

copy 2006-08 Nelson 46

the necessary information is not available and ndash the cost to develop it would be excessive

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 24: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

24

Presentation of Financial Statements(HKAS 1 Revised in 2007)

copy 2006-08 Nelson 47

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period

Previously we call it ldquoBalance Sheetrdquoperiod

b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

Previously we call it ldquoIncome Statementrdquo

3 yearsrsquo ldquobalance sheetsrdquo

copy 2006-08 Nelson 48

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 25: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

25

Summary of Changes

bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the

period財務狀況表

periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting

policies and other explanatory information andf) a statement of financial position as at the beginning of

the earliest comparative period

全面收益表

copy 2006-08 Nelson 49

the earliest comparative periodbull when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its financial statements or

bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than

those used in HKAS 1 (HKAS 110)

Statement of Financial Position as at the end of the period

Complete Set of Financial Statements Previous titleor changes

Previous title ldquoBalance Sheetrdquo

Summary of Changes

To use a single statement to present all items of income and expense

Statement of Comprehensive Income for the period

Statement of Changes in Equity for the period

No title change

No title change(but restructured)

New statement

To use two statements to present all items of income and expense

Statement of Comprehensive Income for the period

Income Statement for the period

copy 2006-08 Nelson 50

Statement of Cash Flows for the period

Notes

A statement of financial position as at the beginning of the earliest comparative period if required

Previous titleldquoCash Flow Statementrdquo

(but restructured)

No title change

New requirement

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 26: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

26

Statement of Comprehensive Inc

bull Statement of comprehensive income can be further divided into 2 statements helliphellip

bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements

i a statement displaying components of profit or loss (separate income statement) and

ii a second statement beginning with profit or loss and displaying components of other

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

copy 2006-08 Nelson 51

loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)

Comprehensive income Comprehensive income concept used in US concept used in US

since 90ssince 90s

Statement of Comprehensive Inc

Changes in equityin a period

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Presented in separateincome statement

Presented in statementof comprehensive income

Presented in statementof comprehensive income

Other comprehensive income (其他全面收益)

copy 2006-08 Nelson 52

Components of owner changes

in equity

Owner changes

Presented in statementof changes in equity

Presented in statementof changes in equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 27: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

27

Statement of Comprehensive Inc

Changes in equityin a period

Before amendment

One Statement One Statement ModelModel

Two Statements Two Statements ModelModel

Components of profit or loss

Components of other

comprehensive income

Non-owner changes

Income Statement

Statement of changesin equity

Statement of Comprehensive

income

Income statement

Statement of comprehensive

income

copy 2006-08 Nelson 53

Components of owner changes

in equity

Owner changes

in equityStatement of changesin equity

Statement of changesin equity

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Profit or lossndash is the total of income less expenses excluding

the components of other comprehensive incomeComponents of

profit or loss

p pndash All items of income and expense are recognised

in a period in profit or loss unless an IFRS requires or permits otherwise

bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue

copy 2006-08 Nelson 54

2 finance costs 3 share of the profit or loss of associates and joint

ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 28: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

28

Statement of Comprehensive Inc

bull Other comprehensive incomendash Comprises items of income and expense

(including reclassification adjustments) that are

Components of other

comprehensive income

( g j )not recognised in profit or loss as required or permitted by other IFRSs

ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount

shown for the aggregate amount of income

copy 2006-08 Nelson 55

shown for the aggregate amount of income tax relating to those components

ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)

Components of other

comprehensive income

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the

current period that were recognised in other comprehensive income in the current or previous periods

bull An entity is required to disclose reclassification adjustments relating to components of other

copy 2006-08 Nelson 56

comprehensive income eitherndash in the statement of comprehensive income

or ndash in the notes (then presents the components of

other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 29: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

29

Statement of Comprehensive Inc

bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items

One Statement One Statement ModelModel

Statement of Comprehensive

income

qthat present the amounts for the period

bull For example the following amounts should be presented

1 revenue2 finance costs 3 profit or loss

copy 2006-08 Nelson 57

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive Inc

Under the Two-Statement Approach these items are presented in the separate

Two Statements Two Statements ModelModel

1 revenue2 finance costs 3 profit or loss

Income statement

Statement of comprehensive

income

presented in the separate income statement

copy 2006-08 Nelson 58

4 each component of other comprehensive income classified by nature

5 total comprehensive income

Under the Two-Statement Approach these items are presented in the statement of comprehensive income

Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 30: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

30

Statement of Comprehensive Inc

bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive

income classified by naturendash share of the other comprehensive

income of associates and joint ventures accounted for using the equity method

ndash total comprehensive income(全面收益總額)

Statement of Comprehensive

income

copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau

Statement of Comprehensive IncExample

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500

Statement of comprehensive statement (under Two-Statement Approach)

2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive

copy 2006-08 Nelson 60

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

g p pincome 4667 (9334)

Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700

107250 93500

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 31: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

31

Summary of Changes

bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other

comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these

components because the components often have tax rates different from those applied to profit or loss

ndash To disclose reclassification adjustments relating to components of other comprehensive income

copy 2006-08 Nelson 61

Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period

that were recognised in other comprehensive income in the current or previous periods

Consolidated Financial Statements(HKAS 27 Revised in 2008)

copy 2006-08 Nelson 62

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 32: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

32

HKAS 27 (Revised in 2008)

bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements

Significant changesNew section

copy 2006-08 Nelson 63

Presentation of Consol Fin State

bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard

bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of

another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements

b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)

copy 2006-08 Nelson 64

c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and

d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 33: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

33

Scope of Consol Fin State

bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity

copy 2006-08 Nelson 65

Consolidation Procedures

bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which

ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent

bull Profit or loss and each component of other comprehensive income are attributed

ndash to the owners of the parent and ndash to the non-controlling interests

bull Total comprehensive income is attributed

copy 2006-08 Nelson 66

ndash to the owners of the parent and ndash to the non-controlling interests

even if this results in the non-controlling interests having a deficit balance

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 34: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

34

Consolidation Procedures

bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a

b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie

transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in

subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary

bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i

copy 2006-08 Nelson 67

controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary

bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received

shall be recognised directly in equity and attributed to the owners of the parent

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the

subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in

the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)

c) recognisesi) the fair value of the consideration received if any from the

copy 2006-08 Nelson 68

i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and

ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 35: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

35

Loss of Control

bull Specific requirements introduced when a parent loses control of a subsidiary

If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its

fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings

if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and

f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent

copy 2006-08 Nelson 69

attributable to the parent

Loss of Control

bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other

comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities

bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) when it loses control of

copy 2006-08 Nelson 70

( j )the subsidiary

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 36: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

36

Loss of Control

A parent loses control of a subsidiary and the subsidiary has the following assets

Example

The parent shall reclassify tothe following assetsndash The subsidiary has available-for-

sale financial assets

The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets

ndash The subsidiary has property plant and equipment with

l ti l i l

The parent transfers the revaluation surplus directly to retained earnings when it loses

copy 2006-08 Nelson 71

revaluation surplus previously recognised in other comprehensive income

retained earnings when it loses control of the subsidiarybull since the revaluation surplus

would be transferred directly to retained earnings on the disposal of the asset

Loss of Control

bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost

bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with

ndash HKAS 39 Financial Instruments Recognition and Measurementor

h i t th t i iti l iti f i t t

copy 2006-08 Nelson 72

ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 37: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

37

Business Combinations(HKFRS 3 Revised in 2008)

copy 2006-08 Nelson 73

Introduction

bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of

the information that a reporting entity provides in its

Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects

bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the

identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

Method of accounting

copy 2006-08 Nelson 74

b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and

c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination

What is it

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 38: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

38

Scope

bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination

bull HKFRS 3 does not apply to

Scope

bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that

does not constitute a business bull Brief requirements set out for such acquisition and

it does not give rise to goodwillc) a combination of entities or businesses under common

controlAG 5 is still applicable

copy 2006-08 Nelson 75

control

Identifying a Business Combin

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business

bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or

other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a

business combination and the definition of a

copy 2006-08 Nelson 76

business combination and the definition of a business

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 39: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

39

Scope

bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3

Scope

‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)

bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted

and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants

copy 2006-08 Nelson 77

members or participants bull Business combination is defined as

‒ a transaction or other event in which an acquirer obtains control of one or more businesses

‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3

The Acquisition Method

Scope

Application of the method

bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)

Method of accounting

bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring

Guidance in HKAS 27

Date of control obtained

copy 2006-08 Nelson 78

) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and

d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 40: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

40

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

Application of the method

bull As of the acquisition date the acquirer shall recognise separately from goodwill

ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree

bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions

copy 2006-08 Nelson 79

liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently

bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date

copy 2006-08 Nelson 80

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 41: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

41

The Acquisition Method

bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree

bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed

ndash at their acquisition-date fair values (HKFRS 318)

bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either

ndash at fair value or

Affect acquisition in stages

New alternative (ldquofull goodwill methodrdquo)

copy 2006-08 Nelson 81

ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice

( g )

The Acquisition Method

bull Recognising and measuring goodwill or a gain from a bargain purchase

Critical Amendment

bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of

i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value

ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will

Application of the method

copy 2006-08 Nelson 82

measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-

date fair value of the acquirerrsquos previously held equity interest in the acquiree

b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)

If fair value is adopted it will affect the amount of goodwill

Practices changed

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 42: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

42

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In a business combination achieved in stages the acquirer shall

ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and

ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)

copy 2006-08 Nelson 83

The Acquisition Method

bull Additional guidancendash Amended practices on business combination achieved in stages

bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)

ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive

copy 2006-08 Nelson 84

ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 43: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

43

On 112010bull Parent P acquired 20 interest in

Subsidiary S at $3500 by cash

The Acquisition Method

On 112010 Parent P Sub S

Property $ 0 $ 6000

Example

y ybull Fair value of the property of S was

$8000During 2010bull Parent P reported nil profit and profit

of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at

year-endP t d f S h ld f

Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000

30000 8000

Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)

(30000) (8000)

copy 2006-08 Nelson 85

bull P accounted for S as held for trading

On 112011bull P acquired additional 60 interest in

S at $22000 by cashbull Fair value of the property of S was

$11000

( ) ( )

The Acquisition Method

bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its

acquisition-date fair value and

Example

acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss

bull On 112011 P acquired additional 60 interest in S at $22000 by cash

ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)

ndash The resulting gain should be recognised in profit or loss as follows

copy 2006-08 Nelson 86

Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 44: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

44

The Acquisition MethodExample

1st Transaction 2nd Transaction1 1 2010 1 1 2011

You would miss this helliphellip

TotalCost of combinations

(or investments)Fair value information

Property at fair valueCashCash (profit for the year)

112010

3500

80002000

010 000

112011

22000

1100020006000

19 000

Total

25500

copy 2006-08 Nelson 87

Ownership interestShare of fair value

Goodwill

1000020

2000

1500

1900060

11400

10600

80

12100

The Acquisition MethodExample

New 1

The calculation approach would be revised as helliphellip

New 2

NCI at old approach

NCI at fair value

1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of

the acquirerrsquos previously held equity interest in the acquiree

Less Acquisition-date amount of t id tifi bl t

220003800

733333133

220007333

733336666

($19K x 20) ($22K divide 60 x 20)

copy 2006-08 Nelson 88

net identifiable assetsProperty at fair valueCashCash (profit for the year)

Goodwill

1100020006000

1900014133

1100020006000

1900017666

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 45: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

45

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at old approach)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 89

g g q y

The Acquisition Method

Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000

Consolidation journals (for NCI at fair value)

Example

Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666

Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333

To recognise the goodwill and eliminate the investments with the equity shares

copy 2006-08 Nelson 90

g g q y

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 46: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

46

The Acquisition Method

On 112011 Parent P Sub SProperty $ 0 $ 6000

Example

Old$ 11000

New 1$ 11000

New 2$ 11000p y $ $

Goodwill 0 0Investment 28000 0Cash at bank 4500 8000

32500 14000

Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)

$ 12100

01250035600

$(30000)(1200)

$ 14133

01250037633

$(30000)(3833)

$ 17666

01250041166

$(30000)(3833)

copy 2006-08 Nelson 91

Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0

(32500) (14000)

(1200)(600)

(3800)(35600)

(3833)0

(3800)(37633)

(3833)0

(7333)(41166)

Non-controlling interests

The Acquisition Method

bull Measurement Period

Application of the method

bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs

ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete

bull During the measurement period

copy 2006-08 Nelson 92

ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 47: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

47

The Acquisition Method

bull Measurement Period

bull During the measurement period the acquirer shall also recognise additional assets or liabilities

ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date

bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable

copy 2006-08 Nelson 93

of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the

acquisition date (HKFRS 345)

The Acquisition Method

bull Determining what is part of the business combination transaction

bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination

bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i

copy 2006-08 Nelson 94

the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method

only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree

bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 48: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

48

The Acquisition Method

bull Acquisition-related costs

bull Acquisition-related costs are costs the acquirer incurs to effect a business combination

ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities

bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are

copy 2006-08 Nelson 95

preceived with one exception

bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39

Disclosure

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that

Scope

Application of the method

and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the

financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements

bull The acquirer shall disclose information that enables users of its financial statements to evaluate the

Method of accounting

S bseq ent

copy 2006-08 Nelson 96

users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods

bull HKFRS 3B67 has further disclosure requirements

Subsequent Measurement

Disclosure

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 49: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

49

Effective Date

bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009

bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual

reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall

‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time

copy 2006-08 Nelson 97

‒ apply HKAS 27 (as amended in 2008) at the same time

Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)

copy 2006-08 Nelson 98

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 50: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

50

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM

investments

copy 2006-08 Nelson 99

investments

MeasurementFinancial Assets ndash Reclassification

Reclassification

An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued

at Fair Value

at Fair Value

at Amortised Cost

at Amortised Cost

at Cost

Loans and receivables

FA at FV through PL

AFS financial assets

HTM investments

From 1 July 2008 (issued in Oct 2008) helliphellip

An entitya) shall not reclassify a derivative out of the fair value through profit or loss

category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit

or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and

c) may if a financial asset is no longer held for the purpose of selling or

copy 2006-08 Nelson 100

investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met

An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 51: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

51

ImplicationAn entity is permitted

MeasurementFinancial Assets ndash Reclassification

Reclassification

FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial

assets held for trading out of the fair value through profit or loss category in particular circumstances

‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and

at Fair ValueFA at FV through PL

at Fair Valueat Cost

AFS financial assets

copy 2006-08 Nelson 101

have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future

Equity securities

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV

through PLtradingbull A non-derivative financial asset held for

trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances

copy 2006-08 Nelson 102

Equity securities

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 52: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

52

Financial Assets ndash Reclassification

Reclassification

FA at FVMeasurement on the reclassification date

If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category ‒ the financial asset shall be reclassified at

its fair value on the date of reclassificationbull Any gain or loss already recognised in profit

or loss shall not be reversedbull The fair value of the financial asset on the

date of reclassification becomes its new cost

copy 2006-08 Nelson 103

date of reclassification becomes its new cost or amortised cost as applicable

Equity securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables (from the fair value

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would

have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 104

or loss category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 53: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

53

Financial Assets ndash Reclassification

ReclassificationFor financial assets met the definition of loans and receivables (from available for

at Fair ValueAFS financial assets

AFS financial assets

loans and receivables (from available-for-sale)bull A financial asset classified as available for

sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category

at Amortised CostLoans and receivables

copy 2006-08 Nelson 105

category ‒ if the entity has the intention and ability to

hold the financial asset for the foreseeable future or until maturity

Debt Securities

Financial Assets ndash Reclassification

Reclassification

FA at FVFor financial assets met the definition of loans and receivables

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

loans and receivables bull If an entity reclassifies a financial asset out of

the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its

fair value on the date of reclassification

copy 2006-08 Nelson 106

Debt Securities

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 54: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

54

Financial Assets ndash Reclassification

Reclassification

FA at FVbull For a financial asset out of the fair value

through profit or loss category (HKAS

at Fair Valueat Cost

AFS financial assets

AFS financial assets

at Fair ValueFA at FV through PL

through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in

profit or loss shall not be reversed‒ the fair value of the financial asset on the

date of reclassification becomes its new cost or amortised cost as applicable

For a financial asset reclassified or out of the

copy 2006-08 Nelson 107

Debt Securities

bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset

that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954

Effective Date and Transition

bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F

bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance

with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods

beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made

bull Any reclassification of a financial asset in accordance with

copy 2006-08 Nelson 108

bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 55: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

55

Global Development of IFRSs

China

India

Hong Kong

Russia

US Korea (2011)Japan (2011)

Canada (2011)

2014

copy 2006-08 Nelson 109

(2011)

Global Development ndash in US

bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs

bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private

issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs

bull In 2008‒ The AICPA proposed incorporating IFRS

elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i

copy 2006-08 Nelson 110

‒ The AICPA launched a designated website for its members and public wwwIFRScom

bull On 27 August 2008 ‒ US SEC voted to publish for public comment

a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Page 56: Update on HKFRSs 2008 – 2009 · 10/29/2008  · – In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12), the assets under the concession arrangements

56

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

copy 2006-08 Nelson 111

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk

Update on HKFRSs 2008 ndash 200929 October 2008

Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk

QampA SessionQampA SessionQampA SessionQampA Session

copy 2006-08 Nelson 112

Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk