Alumni Seminar - Capital Market Updates and Preparing for ... · Chapter 8A - with WVRstructures...

59
Alumni Seminar - Capital Market Updates and Preparing for HKFRS 16 23 November 2018

Transcript of Alumni Seminar - Capital Market Updates and Preparing for ... · Chapter 8A - with WVRstructures...

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Alumni Seminar -Capital Market Updates and Preparing for HKFRS 1623 November 2018

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© 2018. For information, contact Deloitte China.

Disclaimer

This presentation contains general information only and Deloitte Touche Tohmatsu is not, by means of this presentation, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This presentation is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte Touche Tohmatsu, its affiliates and related entities shall not be responsible for any loss sustained by any person who relies on this presentation.

2© 2018. For information, contact Deloitte China.

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Speakers

Kenneth ChanPartnerAudit & AssuranceDeloitte China

[email protected]+852 2852 5622

Edward AuCo-LeaderNational Public Offering Group

PartnerAudit & AssuranceDeloitte China

[email protected]+852 2852 1266

3

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IPO Market Update

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The Rules Changes

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Updated listing requirements for MB and GEM

§ Aggregated positive cash flow from operating activities for the 2 years prior to listing > HK$30 million

§ Market capitalization at the time of listing > HK$150 million§ Substantially the same management for 2 years• The removal of the streamlined process for GEM transfers to the Main Board

(including that a sponsor must be appointed at least two months before the submission of a listing application)

• An increase in the minimum public float value at the time of listing to HK$45 million• A mandatory public offering requirement (at least 10% of the total offer size) for all

GEM IPOs• An extension of the post-IPO lock-up requirement on controlling shareholders to 2

years

Main Board

HK’s Listing Framework

GEM

1. Profit Test§ Profits in the last 3 financial years > HK$50 million§ Preceding 2 years' aggregate profits > HK$30 million§ Most recent year's net profit > HK$20 million§ Market capitalization at the time of listing > HK$500 million

2. Market Capitalization/ Revenue/ Cash Flow Test§ Market capitalization at the time of listing > HK$2 billion§ Most recent audited financial year's revenue > HK$500 million§ Preceding 3 financial years’ aggregated positive cash flow from operating activities >

HK$100 million

3. Market Capitalization/ Revenue Test§ Market capitalization at the time of listing > HK$4 billion§ Most recent audited financial year's revenue > HK$500 million

§ The minimum public float value at the time of listing increases to HK$125 million

A Main Board new applicant must meet one of the three financial criteria above.

Effective 15 February 2018

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3 new chapters in the Main Board Listing Rules for biotech issuers, companies with weighted voting rights (WVR) and a new concessionary secondary

listing route

Companies from the innovative sectors(Min. expected market capitalisation of HK$10 billion at listing

time)

A new listing regime since 30 April 2018

• Only applications for listing from new applicants will be considered

• If below HK$40 billion of expected market capitalisation at time of listing, it would need to have at least HK$1 billion revenue in its most recent audited financial year (“Revenue Test”)

• WVR shares must not seek for a listing

• The voting power attached to WVR shares to be capped to not more than 10 times of the voting power of ordinary shares

• A minimum expected market capitalisation of HK$1.5 billion at time of listing

• Has been in operation in its current line of business for at least two financial years under substantially the same management prior to listing

• Must meet the available working capital requirements to cover at least 125% of the issuer’s costs (including general, administrative, operating and R&D costs) for at least 12 months from the date of publication of its listing document after taking the IPO proceeds into account

• Must have previously received meaningful third party investment from at least one sophisticated investor at least six months before the date of the proposed listing*

• To attract Greater China issuers that have been primary listed on the New York Stock Exchange, Nasdaq or the London Stock Exchange’s Main Market (“premium” only) for at least two full financial years to list in HK

• If the secondary listing applicants with a WVR structure and/or is a Greater China issuer will also have to meet the Revenue Test if it has an expected market capitalisation below HK$40 billion at time of secondary listing

• A non-Greater China issuer without a WVR structure must have an expected market capitalization at time of secondary listing of at least HK$10 billion

• Listing applications can be submitted on a confidential basis.

Chapter 8A -with WVR structures

Chapter 19C -new secondary

listing regime

Chapter 18A -biotech companies that do not meet any of the MB financial

eligibility tests

1. 2. 3.

*HKEX Guidance Letter HKEX-GL92-18

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The Market Perspective

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The market spotlights fall on

New technology

board in Shanghai

Shanghai-London Stock

Connect

Full circulation of H Shares

NEEQ + H Share

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256

213

184

104

95

Hong KongStock Exchange

New YorkStock Exchange

Nasdaq

Deutsche Börse

Shanghai StockExchange

HK regains no. 1, NYSE trails with six mega IPOsIPO proceeds raised by key global stock exchanges (Jan-Oct 2018)

176 new listings

52 new listings

56 new listings

139 new listings

17 new listings

(HK$ billion)

HKEX regained no. 1 position with the world’s two largest IPOs year-to-date, China Tower and Xiaomi

NYSE surpassed other stock exchanges with two mega IPOs that raised funds nearly as much as China Tower’s IPO

Two Chinese concept stocks that raised over HK$10 billion each helped Nasdaq cemented its 3rd place

Deustsche Börse surpassed Shanghai through another new listing that raised more than HK$10 billion in the first half of October

Shanghai Stock Exchange could only take up the 5th position with one small new listing in October although completed the listings of Foxconn Industrial Internet and others earlier

Source: NYSE, Nasdaq, CSRC, Deutsche Börse, HKEX, Bloomberg and Deloitte's analysis as at 31 October 2018; excluding proceeds raised from the exercise of over-allotment options after 31 October 2018 by IPOs that were debuted in October 2018. Including proceeds raised from the listings of real estate investment trusts, but excluding proceeds raised from investment trust companies, close-end investment companies, and close-end funds and special purpose acquisition companies

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Source: HKEX and Deloitte’s analysis as of 31 October 2018; excluding proceeds raised from the exercise of over-allotment options of the newly listed companies on MB, which did not announce their price stabilization actions by 31 October 2018.

Jan-Oct 2017

121new

listings

HK$89.2billion

Jan-Oct 2018

176new

listings

HK$255.8billion

Both the number of new listings and IPO proceeds in the first 10 months of 2018 rose strongly in HK

New listings+46%

Proceeds raised

+187%

• Both the number of new listings and IPO proceeds scaled new heights

• The number of MB listings continued to exceed that of GEM

• Three new economy giants contributed more than 30% of the total proceeds raised

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5. Jiangxi Bank – H Shares

(HK$8.6 billion)

2. Xiaomi Corp - W(HK$42.6 billion)

Jan-Oct 2017

1. Guotai Junan Securities – H Shares

(HK$17.2 billion)

5. Wuxi Biologics(HK$4.6 billion)

4. Guangzhou Rural Commercial Bank – H Shares

(HK$9.3 billion)

4 . Ping An Healthcare & Technology(HK$8.8 billion)

W

3. Zhongyuan Bank – H Shares(HK$9.3 billion)

Jan-Oct 2018

1. China Tower –H Shares

(HK$58.8 billion)

W3. Meituan

Dianping - W(HK$33.1 billion)

2. ZhongAn Online –H Shares

(HK$13.7 billion)Source: HKEX and Deloitte’s analysis as of 31 October 2018.

Overview of HK’s IPO market – Jan-Oct 2018Thanks to the three IPOs raising more than HK$30 billion of proceeds each, total proceeds raised from the top 5 IPOs in the first 10 months of 2018 reached HK$151.9 billion, almost a threefold increase over HK$54.1 billion of the same period of 2018. New economy IPOs played an important role in HK’s IPO market.

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279

162

28

7

14

2

Jan-Oct 2018 Jan-Oct 2017

8

Source: HKEX and Deloitte’s analysis as of 31 October 2018.*Includes application(s) by investment vehicle(s) pursuant to Chapters 20 and 21 of the Main Board Listing Rules, application(s) for transfer of listing from GEM to the Main Board, and deemed new applicant(s)pursuant to Main Board Listing Rule 8.21C or Main Board Listing Rule 14.84, and very substantial acquisition(s) treated as reverse takeover(s) pursuant to Main Board Listing Rule 14.06(6)/GEM Listing Rule 19.06(6). **Figure of the first 10 months of 2018 includes new IPO applications accepted since 1 January 2018 and figure of the first 10 months of 2018 includes new IPO applications accepted since 1 January 2018

Total no. of applications received*

Lapsed applications (i.e. approval in principle granted but not listed prior to applications lapsed)

Rejected applications

Withdrawn applications

Returned applications

333

18

19%

64%

IPO applications received and under processing, lapsed applications with approval in principle granted, and rejected applications in the first 10 months of the year all rose in number.

46

157%

208 28%IPO applications under

processing this year**

36%

-0

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2%10%

42%15%

8%

15%

8% X < 5 times

5 times < X < 10times10 times < X < 20 times20 times < X < 30 times

In the first 10 months of 2018, nearly 40% of IPOs were priced at P/E ratios of at least 20 times.

• 42% of IPOs were priced at P/E ratios of 10-20 times, down by 10 percentage points from 52% of the same period last year.

• Nearly 40% (38%) of IPOs were priced at P/E ratios of 20 times or above, up by 10 percentage points from 28% of last year.

Source: HKEX and Deloitte’s analysis as of 31 October 2018; excluding proceeds raised from the exercise of over-allotment options of the newly listed companies on MB, which did not announce their price stabilization actions by 31 October 2018.

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HKFRS 16

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HKFRS 16What are the key impacts?

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Highlights

HKAS 17Risk and rewards model

HKFRS 16Control model

The finance lease/operating lease distinction under HKAS 17 is no longer relevant under HKFRS 16 for lessees. Instead, most leases will have to be recognised as “right-of-use” asset with a related liability, with subsequent accounting similar to the finance lease model under HKAS 17.

HKFRS 16 key change

for lessees

Shift in leasing principles

New lease model and

revised definition of a

lease

Most leases brought on-

balance sheet for lessees

Lessor accounting

largely unchanged

Partial convergence

with U.S. GAAP achieved

Effective on 1 January 2019

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What is the impact on our client’s assets and liabilities?

Assets and liabilities will increaseA

Assets will increase, liabilities will decreaseB

Assets will decrease, liabilities will increaseC

Knowledge Check

Your Company now applies HKFRS 16…

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What is the impact on our client’s assets and liabilities?

Assets and liabilities will increaseA

Assets will increase, liabilities will decreaseB

Assets will decrease, liabilities will increaseC

Knowledge Check

Your Company now applies HKFRS 16…

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What is the impact on our client’s net cash flows from operating activities?

IncreaseA

DecreaseB

It dependsC

Knowledge Check

Your Company now applies HKFRS 16…

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What is the impact on our client’s net cash flows from operating activities?

IncreaseA

DecreaseB

It dependsC

Knowledge Check

Your Company now applies HKFRS 16…

21© 2018. For information, contact Deloitte China.

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What is the impact on our client’s Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)?

IncreaseA

DecreaseB

It dependsC

Knowledge Check

Your Company now applies HKFRS 16…

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IncreaseA

DecreaseB

It dependsC

Knowledge Check

Your Company now applies HKFRS 16… What is the impact on our client’s Earnings

Before Interest, Tax, Depreciation and Amortization (EBITDA)?

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IncreaseA

DecreaseB

It dependsC

Knowledge Check

Your Company now applies HKFRS 16…

What is the impact on our client’s current ratio (current assets/current liabilities)?

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Knowledge Check

Your Company now applies HKFRS 16…

What is the impact on our client’s current ratio (current assets/current liabilities)?

IncreaseA

DecreaseB

It dependsC

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Impacts on Financials – Greater Lease Assets & LiabilitiesUnder HKFRS 16, all leases will be recognized as finance leases going forward. This puts significant amount of lease assets and liabilities back on the balance sheet and affects the expense composition and timing.

Finance Statement Level

Account Balances / Classes of Transactions

HKAS 17 (Old Standard)

HKFRS 16 (New Standard)

Finance Leases Operating Leases All Leases

Balance Sheet &Footnotes

Assets

Liabilities

Lease Commitment

Income Statement

Rental Income

Finance Income

Rental Expenses

EBITDA

Depreciation

Operating Profit

Finance Costs

Profit before tax

1. Wide-spread impacts over financial compositions, with increase in assets and liabilities as well as higher expense in earlier years of the lease (see graph on the left)

Major Impacts

$ $

$

$

$

$

$ $

$ $$ $

$ $

$ $

$

$

2. Changes in key financial ratios, in which higher gearing ratio, lower asset turnover, and greater EBITDA and operating profits are expected.

3. Potential increase in capital requirement/borrowing costs / compensation, resulted from the change in financial ratios / compositions

4. Additional burden in financial reporting, as more complex calculation and processing are needed to record and report finance leases.

5. How do you do business with your customers? Increase demand from customer for shorter lease terms, more variable lease payments, put pressure on pricing leases amount, etc. This may impact your business model & lease products such as increase focus on services rather than physical assets.

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HKFRS 16Are we really need to consider all leases?

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HKFRS 16 applies to all leases, except in the following cases…..Practical Expedients-Recognition exemptions

Short term lease(12 months or less)

Accounting policy option:Apply HKFRS 16 or apply exemptions

Election by underlying asset class Election on a lease-by-lease basis

Low value assets

Leases that include purchase options are not short term leases Evaluate on an absolute basis

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HKFRS 16What is a lease?

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Definition of a leaseScope

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The customer has both the right:

• To direct the identified asset’s use.

• To obtain substantially all the economic benefits from that use.

Typically identified by being explicitly specified in a contract, but can also be implicitly specified at the time made available for use by customer.

No identified asset if supplier has both:

• The practical ability to substitute alternative assets throughout the period of use, and

• They would economically benefit from substitution.

Capacity portions

• A capacity portion is an identified asset if physically distinct (e.g., a floor of a building).

• If not physically distinct (e.g., capacity portion of a pipeline or fibre optic cable), then not an identified asset…unless it represents substantially all of the capacity, such that customer has right to substantially all of the economic benefits.

• Even so, customer is unlikely to have right to control the use of non-physically distinct capacity portion, as decisions are typically made at the larger asset level.

A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

On transition can make policy choice whether to ‘grandfather’ previous conclusions as to whether existing contracts are leases.

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What to consider…Identified asset

Is it an identified asset?

Substantive substitutions rights Portions of assets

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Portions of assets Identified asset (cont’d)

Is it an identified asset?

Capacity portion

Substantially all of the capacity?

e.g., 100% capacity of a specified unit within a

storage facility

e.g., 20% capacity of a storage facility

Physically distinct portion

e.g., a floor of a building

ûü

ü

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Substitution rights of supplier Identified asset (cont’d)

If customer cannot readily determine, presume that

supplier does nothave substantive substitution

right

Supplier has a substantive substitution right

Supplier does not have a substantive

substitution right

It is an identified asset

üIt is not an

identified asset

û üIt is an

identified asset

• Does the supplier have the practical ability to substitute alternative assets?and

• Would the supplier economically benefit from exercise of right to substitute?

Substantive substitution rights

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Right to obtain economic benefits Control the use of the identified asset

Substantially all

Examples:

• Primary output and by-products

• Using asset in commercial transactions with third parties

Economic benefits within the scope of rights to use

Not the economic benefits from ownership

Economic benefits over the life of the asset

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Right to direct the useControl the use of the identified asset

Are decisions predetermined?

Does the customer have the right to

direct how and for what purpose the

asset is used throughout the period

of use?

Does customer have right to operate the

asset without the supplier having the right

to change operating instructions?

OrDid the customer design

the asset to predetermine how and

for what purpose?

NoYes

• Relevant decisions?

• Type, when, where, whether output is produced?

• Decisions determined during and before the period of use?

(This is not about rights to operate and maintain the asset)

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Example-Identified asset

A contract between Customer and Supplier requires Supplier to supply a truck (Plate # 2456) for a period of one year. Customer hired driver for the truck.

The value of the truck is US$3,500 and Supplier cannot change the truck unless repair and maintenance is needed.

Example

Is there an identified asset?Yes. The contract specifies a truck.

Is there a substantive right to substitute the assets?

No. Supplier cannot change the truck anytime.

Does the customer have the right to direct the use of the identified asset?

Yes.

Is there a lease?Yes. It is a lease. BUT, customer can apply the exemption of short term lease.

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HKFRS 16How should we calculate the lease assets and liabilities?

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Initial measurementMeasurement

Lease liability

Exercise price of

purchase option

(reasonably certain)

Fixed payments

less incentives

Variable payments (e.g. CPI/

rate)

Expected residual value

guarantee

Penalty for terminating

(if reasonably

certain)

Right-of-use asset

Initial direct cost

Payments less

incentives before

commence-ment date

Lease liability

NPV =

Estimated cost for

dismantling restoring

asset

Discount rate

Lease term

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Lease term extension and termination options Lessee accounting (cont’d)

39

Option to extend

Option to terminate

Non-cancellable period

Reassess significant event or change in circumstances that lessee controls and affects whether exercise ‘reasonably certain’.

Revise: change in non-cancellable period.

‘Reasonably certain’

Consider all facts and circumstances that create an economic incentive, includingexpected changes:

• Contractual terms for optional periods

• Significant leasehold improvements

• Costs of termination and return

• Importance to operations (specialised, location, alternatives)

• Conditionality associated with option

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The discount rateLessee accounting (cont’d)

Determining appropriate discount rates

• The interest rate implicit in the lease should be used if it can be readily determined; otherwise, use the incremental borrowing rate.

• Determining the rate implicit in the lease requires knowledge of the underlying asset’s residual value and its fair value; information unlikely to be readily available to lessees.

• Property yields can potentially be used as a starting point for determining an incremental borrowing rate.

• There will still be considerable judgement as to what particular adjustments will need to be made and it may require occupiers to understand more about the alternative use value of their estate to do so.

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Interest rate implicit in the leaseThe rate of interest that causes the present value of (a) the lease payments and (b) the unguaranteed residual value to

equal the sum of (i) the fair value of the underlying

asset and (ii) Any initial direct costs of the lessor.

Incremental borrowing rateThe rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

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How to calculate an incremental borrowing rateDiscount rate

41

IBR methodology thoughts

Risk free rate

• Align weighted average payment term of the lease with the term for the source of the risk free rate

• Adjust risk free rates for unusual items such as hyperinflationary economies, currency unions and countries which use a currency that is not their own

• Ensure credit spread data points are relevant at the lease inception date• Use credit spreads from debt that best matches the weighted average

payment term of the lease, otherwise estimate• Be aware that group funding policies may not be relevant

considerations for determining the IBR

• Make an adjustment if there is benefit to the lender in the form of a secured asset

• Get data from banks or lenders as unlikely to have secured borrowing rates

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The discount rateLessee accounting

42

Why does it matter?

Example fact pattern:

• On 1 Jan 2020, a company enters into 700 new 10-year leases with rentals of HK$48,000 each per year paid in arrears.

• Under IAS 17 it would have recognised a straight-line expense of HK$33.6m per year.

Discount rate 5% 7% 10%Initial liability $259m $236m $206m

Year 1 expense

$39m $40m $41m

Year 5 expense

$34m $35m $35m

Year 9 expense

$29m $28m $26m

Total payable $336m $336m $336m

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Initial measurement: ExampleMeasurement

Initial Direct Cost T1 T2 T3 T4 T5

100 250 300 350 400 450

Lease term: 5 yearsDiscount rate: 5%

Present Value = 1,494

Lease liability 1,494

Right of use asset 1,594(1,494 + 100)

Lease start date

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Subsequent measurementMeasurement

YearLease Liability

Depreciation TablePrincipal Interest Rental

T1 1,494 75 250.00T2 1,319 66 300.00T3 1,085 54 350.00T4 789 39 400.00T5 429 21 450.00

HKFRS 16:

YearAsset

Depreciation TableBeg. Bal Depreciation End. Bal

T1 1,594 319 1,275T2 1,275 319 956T3 956 319 638T4 637 319 319T5 319 319 0.00

HKAS 17:(250+300+350+400+450)/5 = 350/year

Lease term: 5 years

Discount Rate: 5%

Present Value=

1,494

Lease Liability 1,494Right of use asset 1,594(1,494 + 100)

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Subsequent measurement: Lease liabilityMeasurement

Time

Cos

t

Effective interest rate (Profit and loss –financing cost)

Increase the lease liability to reflect the interest accrued (and recognized in profit or loss).

Deduct lease payments made from the liability

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Subsequent measurement: Right of use assetMeasurement

Time

Cos

t

Apply depreciation provisions in HKAS 16

Apply depreciation over the useful life (consider renew option)

Measuring impairment according to HKAS 36

(Profit and Loss –Depreciation)

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HKAS 17 vs HKFRS 16Measurement

Time

Cos

t

Interest and depreciation in accordance with HKFRS 16

HKFRS 16 leads to recognition of more lease expenses in early periods of a lease

HKAS 17 unwinds the profit and loss impact

Straight-line expense under HKAS 17

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HKFRS 16What are the additional Disclosures under HKFRS 16?

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Balance sheet Presentation and disclosure

Balance sheet 20xx $Lease assets Xxx

Lease liabilities Xxx

Present separately (except if

investment property)

Balance Sheet 20xx $Property, plant and equipment

Xxx

Other liabilities Xxx

Present in the line item it would have

been if it was owned

Disclose the line item in which

they are included

OR

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Income statement Presentation and disclosure (cont’d)

Income statement 20xx $Variable lease payments, re-measurement gains/losses, short term, low value leases

Xxx

Depreciation XxxFinance cost XxxProfit before tax Xxx

Present interest expense separate from depreciation

(Interest is a component of finance cost under HKAS 1)

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Cash flow statement Presentation and disclosure (cont’d)

Cash payments for principal portion of the lease liability within finance activities

Apply HKAS 7 to cash payments for interest portion of the lease liability (finance or operating)

Short-term or low-value lease payments and variable lease payments not included in the

measurement of the lease liability in operating activities

Cash flow statement 20xx $Operating activities XxxFinancing activities Xxx

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In the notes Presentation and disclosure (cont’d)

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HKFRS 16Should we restate our financial statements uponAdoption of HKFRS 16?

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TransitionLessee accounting

54

Effective for periods beginning on or after

1 Jan 2019

Earlier application permitted

Not required to reassess whether a

contract is, or contains, a lease at the date of initial

application

Challenge for systems to capture

all data?

A lessee must make a single choice on how to transition

Transition choice will impact net assets,

distributable reserves and future

P&L

Choice of transition approach determines impact on

transition date balance sheet and future P&L

Retrospective application or cumulative catch-up approach? This is a single choice that must be applied to all leases

Options for transitioning to HKFRS 16

Option 1 – retrospective• Restate comparatives as if HKFRS 16 always applied

Option 2 – cumulative catch-up• Leave comparatives as previously reported• Any difference between asset and liability recognised in opening

retained earnings at transition• Carry forward existing finance lease liabilities• Calculate outstanding liability for existing operating leases using

incremental borrowing rate at date of transition• Choose how to measure asset on lease-by-lease basis

Option 2AMeasure asset as if HKFRS 16 had been applied from lease commencement (but using incremental borrowing rate at date of transition.

Option 2BMeasure asset at amount equal to liability (adjusted for accruals and prepayments)

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TransitionLessee accounting (cont’d)

55

Application of transition options – example Example facts:• 5-year lease, entered into on 1 Jan 2018; HK$100k payable on second day of each year.• 8% discount rate at lease commencement; 12% incremental borrowing rate at date of transition.• Right-of-use asset is depreciated straight-line.

Option 1 Option 2A Option 2B

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Are you ready?

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Preparing your planReadiness

57

Are your systems and processes

capturing all the required information?

Are systems and processes capable

of monitoring leases and

keeping track of the required

ongoing assessments?

Have you considered

the impact of changes on

financial results and position?

Have you considered the potential use of HKFRS 16’s

recognition exemptions

and practical expedients?

Do you know what

transitional reliefs are

available, and whether you will apply any

of them?

Have you planned

when you will consider the tax impacts?

How will you communicate this impact to

affected stake-

holders?

Have you considered

whether your leasing strategy requires revision?

Do you know which of your contracts are, or contain, a

lease?

Do you know what

discount rates you’ll be using for

your different leases?

1. Lease identification

2. Assess accounting judgements

3. Communication with stakeholders,

technology and leasing strategy

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Questions & answers

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