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ASCENT — Audit Report / Information 2021
Nov 15, 2021
51802_rns_2021-11-15_c2cdd99a-0c2d-405a-b927-b6156ea13821.pdf
Audit Report / Information
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Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE FINANCIAL STATEMENTS and INDEPENDENT AUDITOR'S REPORT 2021 and 2020 (Stock Code: 1439)
Company Address: 19F, No.557-1, Section 4 Zhongxiao East Road, Xinyi District, Taipei City
Telephone:(02)2756-6777
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Chuwa Wool Industry Co., (Taiwan) Ltd.
2021 and 2020 Standalone Financial Statements and Independent Auditor's Report
Table of Contents
| Item 1. Cover Page 2. Table of Contents 3. Auditor's Report 4. STANDALONE BALANCE SHEETS 5. Standalone Statement of Comprehensive Income 6. STANDALONE STATEMENT OF CHANGES IN EQUITY 7. STANDALONE STATEMENT OF CASH FLOWS 8. Notes to Standalone Financial Statements (1) Company History (2) Date and procedures of approval of the financial statements (3) APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS (4) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (5) Critical Accounting Judgments and Key Sources of Estimation And Uncertainty (6) DETAILS OF SIGNIFICANT ACCOUNTS (7) Related Party Transactions |
Page/Number/Index |
|---|---|
1 2 ~ 3 4 ~ 10 11 ~ 12 13 14 15 ~ 16 17 ~ 67 17 17 17 ~ 19 20 ~ 33 33 33 ~ 54 55 ~ 56 |
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Page/Number/Index
Item
| (8) | Mortgaged (pledged) assets | 56 | |
|---|---|---|---|
| (9) | Significant commitments and contingent liabilities | 56 | |
| (10) | Significant disaster loss | 56 | |
| (11) | Significant subsequent events | 56 | |
| (12) | Others | 56 ~ 66 | |
| (13) | SUPPLEMENTARY DISCLOSURES | 66 ~ 67 | |
| (14) | SEGMENT INFORMATION | 67 | |
| 9. | Details | of Significant Accounts | |
| Details | of cash and cash equivalents | Table 1 | |
| Details | of financial assets measured at amortized cost - current | Table 2 | |
| Details | of changes in investments recognized under the equity method | Table 3 | |
| Details | of short-term borrowings | Table 4 | |
| Details | of revenue | Table 5 | |
| Details | of operating cost | Table 6 | |
| Details | of selling expenses | Table 7 | |
| Details | of administrative expenses | Table 8 | |
| Summary of current period employee benefits, depreciation, depletion and | |||
| amortization expenses by function | Table 9 |
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Auditor's Report
(111)Cai-Shen-Bao-Zi No.21004923 To the shareholders of Chuwa Wool Industry Co., (Taiwan) Ltd.:
Audit opinion
We have audited the accompanying standalone balance sheets of Chuwa Wool Industry Co., (Taiwan) Ltd. as of December 31, 2021 and 2020, and the related standalone statements of comprehensive income, standalone statements of changes in equity and of cash flows for the period from January 1, 2021 and 2020 to December 31, 2021 and 2020; and notes to the standalone financial statements (including a summary of significant accounting policies).
In the opinion of the auditor, based on the audit results of the auditor and the audit reports of other auditors (please refer to Other Matters), the standalone financial statements referred to above, present fairly in all material aspects, the standalone financial position of Chuwa Wool Industry Co., (Taiwan) Ltd. as of December 31, 2021 and 2020, and the standalone financial performance and standalone cash flows from January 1, 2021 and 2020 to December 31, 2021 and 2020, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of Chuwa Wool Industry Co., (Taiwan) Ltd. in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the code. Based on the audit results of the auditors and the audit reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2021 standalone financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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The key audit matters of the 2021 standalone financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. are as follows:
Impairment evaluation of equity method investments
Description
For accounting policies relating to equity method investment, please refer to Note 4(14) of the Standalone Financial Statements; for accounting policies relating to impairment of nonfinancial assets, please refer to Note 4(20) of the Standalone Financial Statements; for details of accounts, please refer to Note 6(7) of the Standalone Financial Statements.
As of December 31, 2021, the carrying amount of the equity method investment of Chuwa Wool Industry Co., (Taiwan) Ltd. amounts to NTD1,344,939,000, which is 47% of the total assets. For investments accounted for using the equity method according to the regulations of IAS 28 "Investments in Associates and Joint Ventures", if there is objective evidence of indications of impairment, the management shall evaluate whether the investment's recoverable amount is lower than the carrying amount. As the objective evidence of the impairment evaluation and the comprehensive consideration factors in determining the recoverable amount involve the subjective judgment of the management are highly uncertain, and the amount of equity method investment is high, we have listed the impairment evaluation on the related equity method investment of Chuwa Wool Industry Co., (Taiwan) Ltd. as one of the most significant matters in the audit.
How our audit addressed the matter
With regards to the specific aspects as stated in the above key audit matters, we have executed the following response procedures:
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Interview the management to understand the management's assessment of the impairment indications of the equity method investments, and evaluate its reasonableness.
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Obtain equity valuation report prepared by the external evaluation experts delegated by the management; the procedures performed by auditors are as follows:
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(1) Evaluate the appropriateness and objectivity of the external evaluation experts delegated by the management.
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(2) Evaluate the appropriateness of the evaluation methods and objectivity of the relevant
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assumptions adopted by the external evaluation experts delegated by the management.
Other matters– The work of other auditors
Some of the equity method investments of the 2021 financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. are not audited by us but by other auditors. Hence, in the opinion expressed by us on the above standalone financial statements, the amount listed and in the financial statements of these companies and information disclosed in Note 13 are based on the audit report of other auditors. As of December 31, 2021 and 2020, equity method investments of the above mentioned company were NTD861,569,000 and NTD664,067,000, accounting to 30% and 28% of standalone assets; in 2021 and 2020, the comprehensive incomes recognized for the above mentioned company were NTD74,482,000 and NTD8,371,000, accounting to 82% and 7% of comprehensive income for the current period.
Responsibilities of management and those charged with governance for the financial statements
The management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of standalone financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the abilities of Chuwa Wool Industry Co., (Taiwan) Ltd. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management intends to liquidate Chuwa Wool Industry Co., (Taiwan) Ltd. or to cease its operations, or has no realistic alternative but to do so.
Those charged with governance (including the audit committee) are responsible for overseeing the financial reporting process of Chuwa Wool Industry Co., (Taiwan) Ltd.
Auditors' responsibilities for the audit of the standalone financial statements
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Our objectives are to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material. if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error; design and implement appropriate response measures for the risk assessed; and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Chuwa Wool Industry Co., (Taiwan) Ltd.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Chuwa Wool Industry Co., (Taiwan) Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
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obtained up to the date of our auditors' report. However, future events or conditions may cause Chuwa Wool Industry Co., (Taiwan) Ltd. to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the standalone financial statements (including the disclosures) and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Chuwa Wool Industry Co., (Taiwan) Ltd. to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion on the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence (and where applicable, related safeguards).
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From the matters communicated with those charged with governance, we determine those matters that were of most significance to Chuwa Wool Industry Co., (Taiwan) Ltd. in the audit of 2021 standalone financial statements and are therefore the key matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Hsiao, Chun-Yuan
Certified public accountants
Lin, Se-Kai
Former Securities and Futures Bureau, Financial Supervisory Commission No. of Approval Document: Jin-Guan-Zheng-Liuo-Zi No. 0960042326
Jin-Guan-Zheng-Liuo-Zi No. 0960072936
March 23, 2022
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Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE BALANCE SHEETS December 31, 2021 and 2020
Unit: Thousand NTD
| Assets | December 31, 2021 Notes Amount % 6(1) $ 418,151 14 - - 6(2) 20,000 1 6(3) 260 - 6(3) 2,615 - 43 - 7. - - 69 - 6(4)(5) 851,534 30 2,134 - 6 - 1,294,812 45 6(6) 110,932 4 6(7) 1,344,939 47 6(8) 192 - 6(9) 46 - 6(10) 131,509 4 - - 6(24) 395 - 396 - 3,790 - 1,592,199 55 $ 2,887,011 100 6(5)(11) $ 607,820 21 2,595 - 8,571 - 32 - 6(9) 34 - 415 - 619,467 21 6(24) 13 - 6(9) 13 - 623 - 649 - 620,116 21 6(13) 920,000 32 6(14) 145,021 5 6(15) 341,774 12 7,856 - (Continued) |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|
| Amount $ 521,136 18,978 20,000 845 10,884 106 37,722 3,437 243,129 12,580 6 868,823 171,438 1,227,041 216 79 133,580 6 428 407 3,790 1,536,985 $ 2,405,808 $ 157,000 2,800 13,674 57 33 1,016 174,580 13 47 378 438 175,018 920,000 10,714 341,774 7,856 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets measured at fair value through profit or loss - current 1136 Financial assets measured at amortized cost - current 1150 Net notes receivable 1170 Net accounts receivable 1200 Other receivables 1210 Other receivables - related parties 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets measured at fair value through other comprehensive income - non-current 1550 Investments recognized under the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Net investment properties 1780 Intangible assets 1840 Deferred income tax assets 1920 Refundable deposits 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets Liabilities and equity |
22 1 1 - - - 2 - 10 - - |
||
| 36 | |||
| 7 51 - - 6 - - - - |
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| 64 | |||
| 100 | |||
| 6 - 1 - - - |
|||
| Current liabilities 2100 Short-term borrowings 2170 Accounts payable 2200 Other payables 2220 Other payables - related party 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2645 Deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Ordinary shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve |
|||
| 7 | |||
| - - - |
|||
| - | |||
| 7 | |||
| 38 1 14 - |
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Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE BALANCE SHEETS December 31, 2021 and 2020
Unit: Thousand NTD
| Liabilities and equity | December 31, 2021 Notes Amount % $ 969,473 34 6(16) ( 117,229 ) ( 4) 2,266,895 79 9 11 $ 2,887,011 100 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|
| Amount $ 817,112 133,334 2,230,790 $ 2,405,808 |
% | ||
| 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contractual commitments Significant subsequent events 3X2X Total liabilities and equity |
34 6 |
||
| 93 | |||
| 100 |
The accompanying notes are an integral part of these standalone financial statements.
Chairman: Hou, Chia-Chi
Manager: Liu, Hsien-Wen
Head of Accounting: Lo, Chien-Chang
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Chuwa Wool Industry Co., (Taiwan) Ltd. Standalone Statement of Comprehensive Income January 1 to December 31, 2021 and 2020
Unit: Thousand NTD (Except for earnings (loss) per share in NTD)
| Item | 2021 2020 Notes Amount % Amount % 6(17) $ 78,799 100 $ 113,131 100 6(4)(22) ( 78,771) ( 100)( 114,888) ( 101) 28 - ( 1,757) ( 1) 6(22) (23) ( 579) - ( 363 ) - ( 27,433) ( 35) ( 27,704 ) ( 25) 12(2) 68 - 10 - ( 27,944) ( 35)( 28,057) ( 25) ( 27,916) ( 35)( 29,814) ( 26) 6(18) 1,271 2 12,912 11 6(19) 9,579 12 40,540 36 6(5)(20) 2,651 3 ( 266,354 ) ( 235) 6(21) ( 5) - ( 18 ) - 6(7) 149,561 190 4,600 4 163,057 207 ( 208,320) ( 184) 135,141 172 ( 238,134 ) ( 210) 6(24) ( 6,867) ( 9)( 5,389) ( 5) $ 128,274 163 ($ 243,523) ( 215) 6(16) ($ 60,506) ( 77) ( $ 47,376 ) ( 42) ( 158,434) ( 201) 168,002 148 ( 218,940) ( 278) 120,626 106 ($ 218,940) ( 278) $ 120,626 106 ($ 90,666) ( 115)($ 122,897) ( 109) 6(25) $ 1.39 ($ 2.65) 6(25) $ 1.39 ( $ 2.65) |
|---|---|
| 4000 Revenue 5000 Operating costs 5900 Gross profit (loss) Operating expenses 6100 Selling expenses 6200 Administrative expenses 6450 Expected credit loss (gain) 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of subsidiaries, associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net profit before tax (loss) 7950 Income tax expense 8200 Current net profit (loss) Other comprehensive income 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of the comprehensive income of subsidiaries, associates and joint ventures accounted for using the equity method - not to be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8300 Other comprehensive income (net) 8500 Total comprehensive income for the period Basic earnings (loss) per share 9750 Basic earnings (loss) per share Diluted earnings (loss) per share 9850 Diluted earnings (loss) per share |
The accompanying notes are an integral part of these standalone financial statements.
Manager: Liu, Hsien-Wen
Chairman: Hou, Chia-Chi
Head of Accounting: Lo, Chien-Chang
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Unit: Thousand NTD
Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE STATEMENT OF CHANGES IN EQUITY January 1 to December 31, 2021 and 2020
| 2020 Balance as of January 1, 2020 Current net profit Other comprehensive income for the period Total comprehensive income for the period 2019 Appropriations and distribution of retained earnings Provision for legal reserve Cash dividends Reversal of special reserve Disposal of equity instruments at fair value through other comprehensive income Changes in equity of associates recognized using the equity method Balance as of December 31, 2020 2021 Balance as of January 1, 2021 Current net profit Other comprehensive income for the period Total comprehensive income for the period Disposal of equity instruments at fair value through other comprehensive income Changes in equity of associates recognized using the equity method Disposal of equity instruments by associates at fair value through other comprehensive income Balance as of December 31, 2021 |
Notes | Ordinary shares | Ordinary shares | Capital surplus | Retained earnings | Retained earnings | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
|||||||||||
| 6(16) 6(15) 6(16) 6(14) 6(16) 6(16) 6(14) 6(16) |
$ 920,000 - - - - - - - - $ 920,000 $ 920,000 - - - - - - $ 920,000 |
$ 8,686 - - - - - - - 2,028 $ 10,714 $ 10,714 - - - - 123,021 11,286 $ 145,021 |
$ 225,134 - - - 116,640 - - - - $ 341,774 $ 341,774 - - - - - - $ 341,774 |
$ 7,903 - - - - - ( 47 ) - - $ 7,856 $ 7,856 - - - - - - $ 7,856 |
$1,642,430 ( 243,523 ) - ( 243,523 ) ( 116,640 ) ( 460,000 ) 47 ( 5,202 ) - $ 817,112 $ 817,112 128,274 ( 96 ) 128,178 45,791 - ( 21,608 ) $ 969,473 |
$ 7,506 - 120,626 120,626 - - - 5,202 - $ 133,334 $ 133,334 - ( 218,844 ) ( 218,844 ) ( 42,041 ) - 10,322 ($ 117,229 ) |
$ 2,811,659 ( 243,523 ) 120,626 ( 122,897 ) - ( 460,000 ) - - 2,028 $2,230,790 $2,230,790 128,274 ( 218,940 ) ( 90,666 ) 3,750 123,021 - $2,266,895 |
The accompanying notes are an integral part of these standalone financial statements.
Chairman: Hou, Chia-Chi
Manager: Liu, Hsien-Wen
Head of Accounting: Lo, Chien-Chang
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Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE STATEMENT OF CASH FLOWS January 1 to December 31, 2021 and 2020
Unit: Thousand NTD
| Cash flows from operating activities Current net profit before tax (loss) Adjusting items Adjustments to reconcile profit (loss) Depreciation Amortization expense Expected credit loss (gain) Net loss (gain) on financial assets measured at fair value through profit or loss Interest expenses Interest income Dividend income Share of losses (gain) of associates recognized using the equity method Loss from disposal of property, plant and equipment Gains from disposal of equity-accounted investments Impairment losses Lease modification gain Changes in operating assets and liabilities Changes in operating assets Net notes receivable Accounts receivable Other receivables Other receivables - related parties Inventories Prepayments Changes in operating liabilities Accounts payable Other payables Other payables - related party Other current liabilities Cash inflow generated from operations Interest paid Income tax paid Net cash outflow from operations |
Notes January 1 to December 31, 2021 January 1 to December 31, 2020 $ 135,141 ( $ 238,134 ) 6(8)(9)(10) (22) 2,128 2,277 6(22) 6 14 12(2) ( 68 ) ( 10 ) 6(20) ( 2,491 ) 795 6(21) 1 15 6(18) ( 1,271 ) ( 12,912 ) 6(19) ( 9,056 ) ( 13,651 ) 6(7) ( 149,561 ) ( 4,600 ) 6(20) - 1,590 6(20) - ( 3,617 ) 6(7)(20) - 249,390 6(9) - ( 46 ) 585 ( 845 ) 8,337 ( 3,178 ) - 12 37,722 470 6(4) ( 608,405 ) ( 243,129 ) 10,446 ( 12,042 ) ( 205 ) 2,800 ( 5,103 ) ( 1,185 ) ( 25 ) 57 ( 601 ) 954 ( 582,420 ) ( 274,975 ) ( 1 ) ( 15 ) ( 3,466 ) ( 2,247 ) ( 585,887 ) ( 277,237 ) |
|---|---|
(Continued)
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Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE STATEMENT OF CASH FLOWS January 1 to December 31, 2021 and 2020
Unit: Thousand NTD
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets measured at fair value through other comprehensive income Disposal of financial assets measured at amortized cost Acquisition of financial assets measured at fair value through profit or loss Disposal of financial assets measured at fair value through profit or loss Acquisition of equity method investments Disposal of equity method investments Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of investment properties Interest received Dividends received New cash inflow (outflow) from investing activities Cash flows from financing activities Increase in short-term borrowings Increase in deposits received Payments of lease liabilities Cash dividends paid Net cash (outflow) flows from financing activities Current net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Notes January 1 to December 31, 2021 January 1 to December 31, 2020 $ - ( $ 256,536 ) - 879,400 ( 7,440 ) - 28,909 - 6(7) - ( 822,875 ) 6(7) - 61,456 6(8) - ( 148 ) 6(8) - 578 11 716 6(10) - ( 2,192 ) 1,334 26,843 9,056 13,651 31,870 ( 99,107 ) 6(26) 450,820 157,000 6(26) 245 84 6(26) ( 33 ) ( 275 ) 6(26) - ( 460,000 ) 451,032 ( 303,191 ) ( 102,985 ) ( 679,535 ) 521,136 1,200,671 $ 418,151 $ 521,136 |
|---|---|
The accompanying notes are an integral part of these standalone financial statements.
Manager: Liu, Hsien-Wen
Chairman: Hou, Chia-Chi
Head of Accounting: Lo, Chien-Chang
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Chuwa Wool Industry Co., (Taiwan) Ltd. Notes to Standalone Financial Statements 2021 and 2020
Unit: Thousand NTD
(Except as otherwise indicated)
1. Company History
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(1) Chuwa Wool Industry Co., (Taiwan) Ltd. (hereinafter referred to as "the Company") was established on August 19, 1964, in accordance with the regulations of the Company Act. The main business of the Company includes sale of wool top, carbonized wool, superwash wool and shrink-resistant wool top, and real estate leasing. The Company has been listed on the Taiwan Stock Exchange Corporation since May 22, 1989.
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(2) Han Yang Global Co., Ltd. holds 53.41% shareholding of the Company, and Hanshin Asset Management Co., Ltd. is the ultimate parent company of the Company.
2. Date and procedures of approval of the financial statements
The standalone financial statements were authorized for issuance by the board of directors on March 23, 2022.
- APPLICATION OF NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS
- (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards as endorsed by the Financial Supervisory Commission ("FSC")
New, revised or amended IFRS standards and interpretations endorsed by the FSC effective from 2021 are as follows:
| FSC effective from 2021 are as follows: | |
|---|---|
| New,Revised or Amended Standards and Interpretations | Effective date by International Accounting Standards Board |
| Amendments to IFRS 4, "Extension of the Temporary Exemption from Applying IFRS 9" Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39, "Interest Rate Benchmark Reform" - Phase 2 Amendments to IFRS 16, "Covid-19-Related Rent Concessions beyond 30 June 2021” |
January 1, 2021 January 1, 2021 April 1, 2021 (Note) |
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Note: FSC allows the application to be brought forward to January 1, 2021.
The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.
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- (2) Effects of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company
New, revised or amended IFRS standards and interpretations endorsed by the FSC effective from 2022 are as follows:
| FSC effective from 2022 are as follows: | |
|---|---|
| New,Revised or Amended Standards and Interpretations | Effective date by International Accounting Standards Board |
| Amendments to IFRS 3, "Reference to the Conceptual Framework" January 1, 2022 Amendments to IAS 16 "Property, Plant and Equipment — Proceeds before Intended Use" January 1, 2022 Amendments to IAS 37 "Onerous Contracts — Cost of Fulfilling a Contract" January 1, 2022 Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022 The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment. |
(3) IFRSs issued by International Accounting Standards Board ("IASB") but not yet endorsed by the FSC
New standards, interpretations, and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New,Revised or Amended Standards and Interpretations | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28, "Sale or contribution of assets between an investor and its associate or joint venture" To be determined by IASB IFRS 17, "Insurance contracts" January 1, 2023 Amendments to IFRS 17 "Insurance contracts" January 1, 2023 Amendments to IFRS17 ,“Initial application of IFRS 17 and IFRS 9 - comparative information” January 1, 2023 Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" January 1, 2023 Amendment to IAS 1, "Disclosure of Accounting Policies" January 1, 2023 Amendment to IAS 8, "Definition of Accounting Estimates" January 1, 2023 Amendment to IAS 12, “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction” January 1, 2023 The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment. |
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies adopted in the preparation of this Standalone Financial Report are as follows. Except as stated otherwise, these policies have been consistently applied to all the periods presented.
(1) Compliance statement
The standalone financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, "IFRSs") as endorsed by the FSC.
(2) Basis of preparation
-
Except for the following items, these standalone financial statements have been prepared under the historical cost convention:
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(1) Financial assets measured at fair value through profit or loss.
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(2) Financial assets measured at fair value through other comprehensive income.
-
-
The preparation of financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The items involving a higher degree of judgment or complexity, or items where assumptions and estimates are significant to the standalone financial statements are disclosed in Note 5.
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(3) Foreign currency translation
Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency"). The standalone financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency.
Foreign currency transactions and balances
- Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
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Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss in the period in which they arise.
-
Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date, and their translation differences are recognized in profit or loss in the period in which they arise; those held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date, and their translation differences are recognized in other comprehensive income; and those not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
All foreign exchange gains and losses are presented in the standalone statement of comprehensive income within "other gains and losses".
-
(4) Classification of current and non-current items
The Company engages in entrusting construction companies to build buildings, and the operating cycles normally exceed a year. Assets and liabilities related to construction projects are classified as current or non-current based on the operating cycles; the remaining items are classified as current and non-current as follows:
-
Assets that meet one of the following criteria are classified as current assets:
-
(1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.
-
(2) Mainly held for trading purposes.
-
(3) Assets that are expected to be realized within twelve months from the balance sheet date.
-
(4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
Assets not meeting the above criteria are classified by the Company as noncurrent assets.
-
Liabilities that meet one of the following criteria are classified as current liabilities:
-
(1) Liabilities that are expected to be paid off within the normal operating cycle;
~21~
-
(2) Mainly held for trading purposes.
-
(3) Liabilities that are to be paid off within twelve months from the balance sheet date.
-
(4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
Liabilities not meeting the above criteria are classified by the Company as non-current liabilities.
-
(5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
(6) Financial assets measured at fair value through profit or loss
-
Financial assets measured at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.
-
The Company adopts trade date accounting for regular way purchases or sales of financial assets measured at fair value through profit or loss.
-
Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.
-
The Company recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.
(7) Financial assets measured at fair value through other comprehensive income
- Refers to equity investments that are not held for trading, and the Company has made an irrevocable election at initial recognition to recognize the changes in fair value in other comprehensive income; or debt instruments investments which meet the following conditions:
~22~
- (1) The financial assets held within a business model whose objective is both collecting contractual cash flows and selling financial assets.
- (2) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
The Company adopts trade date accounting for regular way purchases or sales of financial assets measured at fair value through other comprehensive income.
-
At initial recognition, the Company measures the financial assets at fair value plus transaction costs, and then subsequently measures the financial assets at fair value:
-
(1) The changes in fair value of equity instruments are recognized in other comprehensive income. The cumulative gain or loss previously recognized in other comprehensive income shall be recorded to retained earnings and not be reclassified to profit or loss upon the derecognition. The Company recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.
-
(2) Except for the impairment losses, interest income and foreign exchange gains or losses which are recognized in profit or loss, the changes in fair value of debt instruments are recognized in other comprehensive income before derecognition. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
-
-
(8) Financial assets measured at amortized cost
-
Refers to financial assets that meet both of the following conditions:
-
(1) The objective of the business model is achieved by collecting contractual cash flows.
-
(2) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
-
The Company adopts trade date accounting for regular way purchases or sales of financial assets measured at amortized cost.
-
At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is
~23~
recognized in profit or loss when the asset is derecognized or impaired.
- The Company's time deposits which do not meet the condition of cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(9) Accounts receivable and notes receivable
-
Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
-
The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(10) Impairment of financial assets
For financial assets measured at amortized cost, the Company, on every balance sheet date, after considering all reasonable and supporting information (include forward-looking), recognizes a loss allowance for 12-month expected credit losses if there is no significant increase in credit risk since initial recognition; and a loss allowance for lifetime expected credit losses if there is a significant increase in credit risk since initial recognition. For accounts receivables that do not contain a significant financing component, a loss allowance for lifetime expected credit losses is recognized.
~24~
(11) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(12) Lease transactions of lessor - operating lease
Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.
(13) Inventories
-
Construction land, properties under construction and properties for sale are recorded at acquisition cost, and recognized as project gains and loss using the completed contract method. Construction land undergoing active development is reclassified as property under construction, and the related interest from active development or during construction to completion date is capitalized.
-
Inventories are measured at the lower of cost and net realizable value at the end of the period, and the item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price under normal circumstances less the estimated cost of completion and applicable variable expenses.
(14) Equity method investments / subsidiaries and associates
-
Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
-
Inter-company unrealized gains or losses on transactions between Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
Share of gain or loss from acquisition of subsidiaries is recognized as current profit or loss, and share of other comprehensive income upon acquisition is recognized as other comprehensive income. If the Company's share of losses recognized by its subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize its share of loss based on its shareholding ratio.
~25~
-
Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with noncontrolling interests) are equity transactions (i.e., transactions among owners in their capacity as owners). Difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity.
-
When the Company loses control in a subsidiary, remaining investments in the former subsidiary shall be re-measured at fair value and serve as fair value of the initially recognized financial asset or the cost of initially recognized investment in associated company or joint venture. The difference between the fair value and book value of the investment is recognized in current profit or loss. All amounts previously recognized in other comprehensive income related to the subsidiary shall be accounted on the same basis as if the Company had directly disposed of such assets or liabilities. In other words, gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when such assets or liabilities are disposed of, then if the Company loses control in a subsidiary, such gains or losses are reclassified from equity to profit or loss.
-
An associate is an entity over which the Company has significant influence but not control and generally holds 20% or more of the voting power directly or indirectly. Investments in associates are accounted for using the equity method and are recognized at cost upon acquisition.
-
Share of gain or loss from acquisition of associates is recognized as current profit or loss, and share of other comprehensive income upon acquisition is recognized as other comprehensive income. If the Company's share of losses of any associate equals or exceeds its interest in the associate (including any other unsecured receivables), the Company discontinues recognizing its share of further losses, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
-
The Company recognizes all shares of change in equity in "capital surplus" in proportion to its ownership, when there are changes in an associate's equity that are not recognized in profit or loss or other comprehensive income of the associates and such changes do not affect the ownership percentage of the associate.
-
Unrealized gains or losses on transactions between the Company and its
~26~
associates are eliminated to the extent of its interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company's proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to "investments with the corresponding amount charged" or credited to "capital surplus." If the Company's ownership interest is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
-
If the Company loses significant influence over an affiliate when it disposes of the affiliate, all amounts previously recognized in other comprehensive income related to the affiliate shall be accounted on the same basis as if the Company had directly disposed of such assets or liabilities. In other words, gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when such assets or liabilities are disposed of, then if the Company loses significant influence in an affiliate, such gains or losses are reclassified from equity to profit or loss. If there is still significant influence over the affiliate, transfer the amount previously recognized in other comprehensive income in proportion, based on the above method.
-
According to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the profit or loss during the period and other comprehensive income presented in the standalone financial reports shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to owners of the parent presented in the financial reports prepared on a consolidated basis, and the owners' equity presented in the standalone financial reports shall be the same as the equity attributable to owners of the parent presented in the financial reports prepared on a consolidated basis.
~27~
(15) Joint operation
With regards to the interest in joint operation, the Company recognizes its direct rights (and its share) on the joint operation's assets, liabilities, income and expenses, and has included them in the applicable items of the financial report.
(16) Property, plant and equipment
-
Property, plant and equipment are initially recorded at cost.
-
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
Land is not depreciated. Other property, plant and equipment apply cost models and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If the composition of property, plant and equipment is significant, the items shall be depreciated separately.
-
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, "Accounting policies, changes in accounting estimates and errors", from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| follows: | |
|---|---|
| Buildings and structures | 8-20 years |
| Transportation equipment | 5 years |
| Office equipment | 3-23 years |
| Leasehold improvements | Over the shorter of the lease term or |
| useful life in years |
(17) Leasing transaction of lessee - Right-of-use assets/lease liabilities
- The Company recognizes lease assets as right-of-use assets and lease
~28~
liabilities at the commencement date of the lease. For short-term leases or leases of low value assets, lease payments are recognized as expenses using the straight-line method during the lease term.
-
On the commencement date, the Company measures lease liabilities by the present value of outstanding lease payments, using the Company's incremental borrowing rate. Lease payments include fixed payments less any lease incentives receivable.
-
In subsequent periods, the Company measures lease liabilities at amortized cost using the effective interest method and recognizes interest expense during the lease term. If the lease term or lease payment is changed due to reasons other than amendments to the lease contracts, the Company will remeasure the lease liabilities. The remeasurement amount is then recognized as an adjustment to the right-of-use assets.
-
The Company measures right-of-use assets at cost on the commencement date of the lease, and the costs include:
-
(1) initial measurement amount of lease liabilities;
-
(2) lease payments made at or before the commencement date;
-
(3) initial direct cost;
The right-of-use assets are subsequently measured by adopting the cost model. The Company depreciates the right-of-use assets at the earlier of the right-of-use assets' useful life or the end of lease term. When remeasuring the lease liabilities, the remeasurement amount is recognized as an adjustment to the right-of-use assets.
- For reduction of lease scope in lease modification, the lessee shall reduce the carrying amount of the right-of-use assets to reflect the partial or full termination of the lease, and recognize the difference from the remeasurement amount of the lease liability in profit or loss.
(18) Investment properties
Investment properties are recognized at acquisition cost, and subsequently measured by adopting the cost model. Apart from land, they are depreciated using the straight-line method over their estimated useful lives of between 8 and 60 years.
(19) Intangible assets
Computer software is recognized as acquisition cost and is amortized on a straight-line basis using the estimated useful lives of 4 years.
~29~
(20) Impairment of non-financial assets
The Company assesses at each balance sheet date the recoverable amounts of those assets where there are any impairment indications. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
(21) Borrowings
Refers to short-term borrowings from the banks. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.
(22) Accounts payable
-
Refers to accounts payable for purchases of raw materials, goods or services, and notes payable arising from operating and non-operating activities.
-
The short-term accounts and notes payable without bearing interest are measured at initial invoice amount as the effect of discounting is immaterial.
(23) Derecognition of financial liabilities
The Company derecognizes a financial liability when the obligation under the liability specified in the contract is discharged, canceled, or expired.
(24) Offsetting of financial assets and liabilities
When there is a legally enforceable right to set-off the recognized financial assets and liabilities amount, and intend either to settle on a net basis or to realize the financial asset and settle the financial liability simultaneously, the financial assets and financial liabilities may be offset and the net amount presented on the balance sheet.
~30~
(25) Employee benefits
- Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for that service, and shall be recognized as expenses when the employees have rendered service.
- Pensions
For defined contribution plans, the contributions shall be recognized as pension expenses when they are due on an accrual basis. Prepaid contributions shall be recognized as assets to the extent that the prepayment will lead to a cash refund or a reduction in the future payments.
-
Termination benefits
- Termination benefits are the benefits provided when the employment of the employee is terminated before the normal retirement date or when the employee decides to accept the Company's offer of benefits in exchange for the termination of employment. The Company recognizes expenses when the offer of termination benefits can no longer be withdrawn or when the associated restructuring costs are recognized, whichever is earlier. Benefits not expected to be fully settled within 12 months after the balance sheet date shall be discounted.
-
Employees' remuneration and directors' remuneration Employees' remuneration and directors' remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees' remuneration is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the Board of Directors' resolution.
-
(26) Income tax
-
The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive
~31~
income or equity.
-
The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. For undistributed surplus earnings, an additional income tax shall be levied in accordance with the Income Tax Act. When the earnings distribution proposal is approved in the shareholders' meeting the following year after the surplus is generated, the income tax expense of the undistributed earnings shall be recognized based on the actual earnings distribution.
-
Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the standalone balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
-
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.
-
Deferment of unused income tax credit arising due to purchase of equipment or technologies, research and development expenditure and equity investment, is recognized as deferred tax assets and only if, it is considered probable that there will be sufficient future taxable profit against which the credit carried forward can be utilized.
~32~
(27) Dividends
Dividends are recorded in the Company's financial statements in the period in which they are resolved by the Company's shareholders. Cash dividends are recorded as liabilities.
(28) Revenue recognition
Sales of goods
The Company's main products are wool top, shrink-resistant wool top and shrink-resistant loose wool, etc. Sales revenues are recognized when the products are sold to the customers, based on the price stated in the contract.
5. Critical Accounting Judgments and Key Sources of Estimation And Uncertainty
The preparation of these standalone financial statements requires management to make critical judgments in applying the Company's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and the related information is addressed below:
(1) Key judgments of accounting policies adopted
None.
(2) Critical accounting estimates and assumptions
Impairment evaluation of equity method investments
When there are impairment indications that certain equity method investments could be impaired to its carrying amount and may not be recovered, the Company shall immediately evaluate the impairment of the investment. As of December 31, 2021, the Company did not recognize impairment loss.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Petty Cash Demand deposit Time deposits |
December 31, 2021 $ 30 188,121 230,000 $ 418,151 |
December 31, 2020 |
| $ 30 91,106 430,000 |
||
| $ 521,136 |
~33~
-
The Company transacts with a variety of financial institutions with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
The Company has no cash and cash equivalents pledged to others.
-
(2) Financial assets measured at amortized cost - current
| Time deposits | December 31, 2021 $ 20,000 |
December 31, 2020 |
|---|---|---|
| $ 20,000 |
-
The Company's interest income recognized in profit or loss due to financial assets measured at amortized cost in 2021 and 2020 were NTD100 and NTD8,159 (column "Interest income") respectively.
-
Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of financial assets measured at amortized cost that best represent the Company as of 31 December 2021 and 2020, were NTD20,000 and NTD20,000 respectively.
-
The Company has no financial assets measured at amortized cost pledged to others as of December 31, 2021 and 2020.
-
(3) Net notes and accounts receivable
| Notes receivable Accounts receivable Less: Loss provisions |
December 31, 2021 $ 260 $ 2,615 - ( $ 2,615 |
December 31, 2020 $ 845 $ 10,952 68) $ 10,884 |
|---|---|---|
-
The Company's notes and accounts receivable are not overdue.
-
The Company's notes and accounts receivable balances as of December 31, 2021 and 2020 arise from customers' contracts, and the balance of accounts receivable from customer contracts on January 1, 2020 was NTD7,696.
-
As of December 31, 2021 and 2020, the Company does not have pledged notes and accounts receivable.
-
Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of notes accounts receivable that best represent the Company as of 31 December 2021 and 2020, were NTD2,875 and NTD11,729 respectively.
-
For details of the credit risk of the relevant notes receivable and accounts
~34~
receivable, please refer to Note 12(2).
- (4) Inventories
| Inventories | ||
|---|---|---|
| Joint operation - construction land Joint operation - prepayment for land purchase |
December 31, 2021 $ 851,534 - $ 851,534 |
December 31, 2020 |
| $ 214,937 28,192 |
||
| $ 243,129 |
-
Inventory as of December 31, 2021 and 2020 is the share recognized by the Company's participation in joint operations according to the proportion of holdings, please refer to Note 6(5) for details.
-
The cost of inventories recognized as expense by the Company in 2021 and 2020 were NTD78,771 and NTD114,888 respectively.
-
The Company's interest capitalization on inventory for 2021 and 2020 were NTD7,071 and NTD56, and the capitalization rates were 1.80%~1.83% and 1.80% respectively.
-
For the Company's pledged inventories, please refer to Note 8.
-
(5) Joint operation
-
In 2021, the Company signed a construction joint venture contract with five other companies, adopting the joint operation arrangement. With regards to the interest in the joint operation, the Company recognizes its direct rights (and its share) on the joint operation's assets, liabilities, income and expenses, and has included them in the applicable items of the financial report. The relevant information is as follows:
| Project name Neihu Jiuzhong Project Tucheng Zhongyi Project Sanchong Zhongxing Project |
Holding ratio 10% 10% 15% |
Co-builder 5 companies including Kuo Yang Construction Co., Ltd. 5 companies including Kuo Yang Construction Co., Ltd. Kuo Yang Construction Co., Ltd. |
Explanation |
|---|---|---|---|
| Neihu District, Taipei City Tucheng District, New Taipei City Sanchong District, New Taipei City |
- Summary of the Company's share in the joint operation is as follows:
December 31, 2021 December 31, 2020
Balance Sheet Current assets
~35~
| Inventories Other current assets Total assets Current liabilities Short-term borrowings Other current liabilities Total liabilities Statement of Comprehensive Income Revenue Fees ( Non-operating income and expenses |
$ 851,534 $ 243,129 58,386 12,911 909,920 256,040 $ $909,920 $ 256,040 December 31, 2021 December 31, 2020 $ 607,820 $ 157,000 1,411 4,038 609,231 161,038 $ 609,231 $ 161,038 2021 2020 $ 1,514 $ 2 $ 475)$ - $ 8 $ - |
|---|---|
- (6) Financial assets measured at fair value through other comprehensive income non-current
| Equity instruments TWSE and TPEx stocks Valuation adjustment ( |
December 31, 2021 $ 218,814 107,882)( $ 110,932 |
December 31, 2020 $ 218,814 47,376) $ 171,438 |
|---|---|---|
-
The Company chooses to classify equity instruments investments that are strategic investments and that will receive stable dividend as financial assets measured at fair value through other comprehensive income; the fair values of these investments as of December 31, 2021 and 2020, were NTD110,932 and NTD171,438 respectively.
-
Details of financial assets measured at fair value through other comprehensive income recognized in profit or loss and comprehensive income are as follows:
| income are as follows: | ||
|---|---|---|
| Investments in equity instruments measured at fair value through other comprehensive income Changes in fair value recognized in other ( |
2021 $ 60,506) |
2020 |
| $ 47,376 |
~36~
comprehensive income Dividend income recognized in profit and loss Derecognized during the period $ 9,056 $ 13,200
-
Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of financial assets measured at fair value through other comprehensive income that best represent the Company as of December 31, 2021 and 2020, were NTD110,932 and NTD171,438 respectively.
-
The Company has no financial assets measured at fair value through other comprehensive income pledged to others.
-
For details regarding credit risk of financial assets measured at fair value through other comprehensive income, please refer to Note 12(2).
(7) Investments recognized under the equity method
| January 1 Increase in equity method investments Disposal of equity method investments Income (losses) from equity investments under the equity method Impairment loss of equity method investments Change in capital surplus Other changes in equity interest ( December 31 |
2021 $ 1,227,041 - - ( 149,561 - ( 134,307 165,970) $ 1,344,939 |
2020 $ 536,582 822,875 57,656) 4,600 249,390) 2,028 168,002 $ 1,227,041 |
|---|---|---|
For impairment loss of equity method investments, please refer to Note 6(20).
| Subsidiaries HCW Investment Co., Ltd. Associate Hanshin Shopping Plaza Co., Ltd. Jollify4ever Ltd. Xin Xi Venture Co., Ltd. |
December 31, 2021 $ 483,370 753,975 67,326 40,268 $ 1,344,939 |
December 31, 2020 |
|---|---|---|
| $ 562,974 520,684 143,383 - |
||
| $ 1,227,041 |
-
For information of subsidiaries, please refer to the Company's 2021 Consolidate Financial Statements Note 4(3).
-
Associate
~37~
(1) Basic information of the Company's significant affiliates:
| Company name Principal place of business |
Shareholding ratio Nature of relationship Measureme nt method December 31, 2021 December 31, 2020 |
|---|---|
| Hanshin Shopping Plaza Co., Ltd. Taiwan Jollify4ever Ltd. Taiwan |
16.00% 20.00% Associate Equity method Not applicable. 46.83% Associate Equity method |
~38~
- (2) Summary of the financial information of the Company's significant affiliates:
Balance Sheet
| affiliates: Balance Sheet |
|
|---|---|
| Current assets Non-current assets Current liabilities ( Non-current liabilities ( Total net assets Share of affiliates' net assets Goodwill Affiliates' book value Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Share of affiliates' net assets Affiliates' book value |
Hanshin Shopping Plaza Co., Ltd. December 31, 2021 December 31, 2020 $ 2,134,400 $ 1,870,589 9,785,432 8,947,422 2,344,037 ) ( 2,014,108 ) 6,954,504) ( 7,678,768) $ 2,621,291 $ 1,125,135 $ 458,318 $ 225,027 295,657 295,657 $ 753,975 $ 520,684 Jollify4ever Ltd. December 31, 2020 $ 202,767 222,994 ( 96,632 ) ( 22,932) $ 306,197 $ 143,383 $ 143,383 |
| December 31, 2021 $ 2,134,400 9,785,432 2,344,037 ) ( 6,954,504) ( $ 2,621,291 $ 458,318 295,657 $ 753,975 ( ( |
Statement of Comprehensive Income
| Statement of Comprehensive Income | |
|---|---|
| Revenue Net loss of continuing operations for the period Other comprehensive income (net income after tax) ( Total comprehensive income for the period Revenue Net loss of continuing operations for the period |
Hanshin Shopping Plaza Co., Ltd. 2021 2020 $ 3,071,114 $ 3,104,884 $ 999,015 $ 854,905 322,909) 984,310 $ 676,106 $ 1,839,215 Jollify4ever Ltd. 2020 $ 99,943 ( $ 80,363) |
| 2021 $ 3,071,114 $ 999,015 322,909) $ 676,106 ( |
~39~
| Other comprehensive income (net income after tax) Total comprehensive income for the period ( |
12,009 $ 68,354) |
|---|---|
- (3) As of December 31, 2021, the carrying amount of the Company's individual insignificant affiliates was NTD107,594, and the share of its operating results are as follows:
| Net loss of continuing operations for the period ( Other comprehensive income (net income after tax) Total comprehensive income for the period ( |
2021 $ 40,851) 5,069 $ 35,782) |
|---|---|
-
It was approved in the shareholders’ meeting held in November 2021, that Jollify4ever Ltd. will conduct a capital reduction through split-up. A business value of NTD80,000 was transferred from Jollify4ever Ltd. to the newly established company, Xin Xi Venture Co., Ltd., held by the original shareholders according to the shareholding ratio. The Company hence obtained 46.83% shares of Xin Xi Venture Co., Ltd, becoming the company's single largest shareholder. As a shareholders' agreement is signed among other shareholders (non-related party), it indicates that the Company does not have the actual ability to direct the relevant activities, hence it is assessed that there is no control but significant influence over the company.
-
In May 2020, Jollify4ever Ltd. conducted a cash capital increase; the Company did not subscribe in proportion to its shareholding, and thus its shareholding in Jollify4ever Ltd. dropped from 47.64% to 46.83%. The Company is the company's single largest shareholder. As a shareholders' agreement is signed among other shareholders (non-related party), it indicates that the Company does not have the actual ability to direct the relevant activities, hence it is assessed that there is no control but significant influence over the company.
-
In 2020, the Company assessed that the equity investment in Jollify4ever Ltd has been impaired. The recoverable amount is based on the comparable companies of the market approach, and the fair value less disposal cost of these investments are assessed to be Level 3 fair value, hence an impairment loss of NTD249,390 was recognized under "Other gains and losses".
-
In October 2020, the Company participated in the capital increase by cash of its related party, Hanshin Shopping Plaza Co., Ltd., and obtained 20% shareholding, please refer to Note 7(3)for details.
~40~
(8) Property, plant and equipment
1. The details are as follows:
| January 1 Cost Accumulated depreciation and impairment January 1 Depreciation December 31 December 31 Cost Accumulated depreciation and impairment January 1 Cost Accumulated depreciation and impairment January 1 Addition Disposal Depreciation December 31 December 31 Cost Accumulated depreciation and impairment |
2021 | 2021 | 2021 | |||
|---|---|---|---|---|---|---|
| Land $ 61 - $ 61 $ 61 - $ 61 $ 61 - $ 61 |
Buildings and structures $ 310 ( 296 )( $ 14 $ 14 - $ 14 $ 310 ( 296 ) $ 14 109 |
Office equipment $ 1,537 1,396) $ 141 $ 141 24 $ 117 $ 1,537 1,420 $ 117 |
||||
| $ | $ ( | $ ( | ||||
| $ | $ | $ | ||||
| $ | $ | $ ( | ||||
| $ | $ | $ | ||||
| $ | $ ( | $ ( | ||||
| $ | $ | $ | $ | |||
| Buildings and structures Transportat ion equipment $ 310 $ 622 ( 296) ( 78) $ 14 $ 544 $ 14 $ 544 - - - ( 544 ) - - $ 14 $ - $ 310 $ - ( 296) - $ 14 $ - |
-
The Company's property, plant and equipment are not pledged.
-
As the trust deeds of the Company's lands, properties and buildings are signed with the banks, the ownerships are recorded under the banks.
~41~
(9) Leasing - lessee
-
The underlying assets of the Company's leases include office equipment, buildings and transportation equipment, and the terms of the leases are normally 3 years. The lease contracts are negotiated individually and contain various terms and conditions without other restrictions except for the leased assets restricted to pledge to others.
-
The information of the carrying amount of the right-of-use assets and the recognition of depreciation expense are as follows:
| Office equipment Office equipment Buildings and structures |
December 31, 2021 Carrying amount $ 46 2021 Depreciation $ 33 - $ 33 |
December 31, 2020 |
|---|---|---|
| Carrying amount | ||
| $ 79 | ||
| 2020 | ||
| Depreciation | ||
| $ 32 247 |
||
| $ 279 |
- The Company's acquisition of right-of-use assets in 2021 and 2020 were NTD0.
~42~
- The information on the lease contract affecting profit or loss is as follows:
| Items affecting current profit or loss Interest expense from lease liabilities Expense of short-term leases Lease modification gain |
2021 $ 1 - - |
2020 |
|---|---|---|
| $ 15 24 46 |
-
The cash flows used in the lease payments of the Company in 2021 and 2020 amounted to NTD34 and NTD314 respectively.
-
(10) Investment properties
-
Investment properties refers to the Company's own investments properties. The Company signs commercial lease agreements for its investments properties, and the duration of the lease contract is normally not more than 1 year. The lease contract includes a clause that adjusts the lease amount according to the market environment each year. The details are as follows:
| January 1 Depreciation December 31 January 1 Addition Depreciation Transfer December 31 |
2021 | Total $ 133,580 2,071) $ 131,509 Total $ 126,569 2,192 1,913) 6,732 $ 133,580 |
|
|---|---|---|---|
| Land $ 72,160 - ( $ 72,160 |
Buildings and structures $ 61,420 2,071)( $ 59,349 2020 |
||
| Land $ 72,160 - - ( - $ 72,160 |
Buildings and structures $ 54,409 2,192 1,913) ( 6,732 $ 61,420 |
- Lease income and direct operating expenses from investments properties:
| Lease income from investments properties Direct operating expenses arising from investments properties that generate lease income during current period Direct operating expenses arising from investments properties that do not generate lease income during current period |
2021 $ 2,195 $ 493 $ 2,508 |
2020 |
|---|---|---|
| $ 1,763 | ||
| $ 329 | ||
| $ 2,632 |
~43~
- The fair values of investments properties held by the Company as of December 31, 2021 and 2020, were NTD209,880 and NTD208,487 respectively, based on the assessment results of independent evaluation experts where the income approach were adopted, and they belong to Level 3 fair value; the main assumptions are as follows:
| Capitalization rate Short-term borrowings Type of borrowings Bank borrowings Secured loans Type of borrowings Bank borrowings Secured loans |
December 31,2021 December 31,2020 1.20%~1.50% 1.20%~1.60% December 31, 2021 Interest rate range Collateral $ 607,820 1.80%~1.83% Construction land December 31, 2020 Interest rate range Collateral $ 157,000 1.80% Construction land |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| 1.20%~1.60% Collateral |
|||
| Construction land Collateral |
|||
| Construction land |
-
(11) Short-term borrowings
-
The secured loan is the share recognized by the Company's participation in joint operation according to its holding ratio, please refer to Note 6(5) for details.
-
Interest expense recognized in 2021 and 2020 profit or loss were NTD0.
(12) Pensions
Effective July 1, 2005, the Company has established a defined contribution pension plan in accordance with the Labor Pension Act, covering all employees with R.O.C. nationality. Under the labor pension system established under the Labor Pension Act which the employees opt for, the Company contributes monthly an amount based on 6% of the employees' monthly salaries and wages to the employees' individual pension accounts. The principal and accrued dividends from an employee's individual account are paid monthly or in lump sum upon retirement of an employee.
The pension costs recognized by the Company in accordance with the above pension plan were NTD548 and NTD625 for 2021 and 2020 respectively.
- (13) Share capital
The Company's authorized capital as of December 31, 2021 and 2020, were both NTD1,100,000, divided into 110,000 thousand shares to be issued in
~44~
installment; the paid-in capital is NTD920,000, at NTD10 per share. All proceeds from the Company's issued shares have been received.
(14) Capital surplus
In accordance with the Company Act, capital surplus from the income derived from the issuance of new shares at a premium and the income from endowments received by the company, besides being used for offsetting its loss, shall be distributed to the shareholders by issuing new shares or cash in proportion to the number of shares being held if the company incurs no loss. And in accordance with the Securities and Exchange Act, the amount of capital surplus to be capitalized per year shall not be more than 10% of the paid-in capital. The company shall not use the capital surplus to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.
~45~
| Treasury shares transaction Disposal of equity instruments by associates at fair value through other comprehensive income Changes in equity of associates Others |
December 31, 2021 $ 8,516 11,286 125,049 170 $ 145,021 |
December 31, 2020 |
|---|---|---|
| $ 8,516 - 2,028 170 |
||
| $ 10,714 |
(15) Retained earnings
-
In accordance with the Company's Articles of Incorporation, the Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. And if there is still surplus after appropriating or reversing the special reserve according to the law, the board of directors shall, according to the dividend policy, draft an earnings distribution proposal by combining it with the undistributed surplus at the beginning of the period. If the distribution is in the form of new shares issuance, it shall be submitted to the shareholders' meeting for approval; if it is in the form of cash, it shall be approved by a majority vote at a board meeting attended by over two-thirds of the directors, and reported to the shareholders' meeting.
-
Amendment to the Articles of Incorporation was approved in the shareholders' meeting on June 24, 2020. Based on the earnings distribution policy of the Articles of Incorporation, earnings distribution or loss offsetting proposal may be proposed at the close of each quarter in accordance with the Company Act. During the earnings distribution, the Company shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve to be set aside, and according to the relevant laws and regulations, allocate or reverse special reserve. When the earnings distribution is in the form of new shares issuance, it shall be approved by the shareholders' meeting in accordance with Article 240 of the Company Act; if it is in the form of cash issuance, it shall be approved by the board of directors.
-
The Company's dividend distribution policy shall consider the Company's current and future investment environment, capital needs, domestic and foreign competition, capital budget and other factors, and take into consideration the interests of the shareholders, balanced dividend and the
~46~
Company's long-term financial planning. If the distribution is a combination of shares and cash, the cash dividend shall not be less than 20% of the total dividend.
-
According to the Company Act, legal reserve shall be appropriated until the total amount reaches the total capital. Legal reserves shall not be used except for offsetting the Company's loss and issuing new shares or cash based on the proportion of the shareholders' original shares. However, where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25% of the paid-in capital may be distributed.
-
When distributing earnings, the Company shall, according to the law, set aside a special reserve, equal to the debit balance which happens at the current balance sheet date on other equity items. When the debit balance on other equity interest items is reversed subsequently, the reversed amount may be included in the distributable earnings.
During the first-time adoption of IFRSs, for special reserve set aside according to Letter Jin-Guan-Zheng-Fa-Zi No.1010012865 dated April 6, 2021, the Company shall reverse the proportion of special reserve previously set aside for subsequent use, disposal or reclassification of the relevant assets.
~47~
- With the approval of the board of directors on March 25, 2021, there would be no earnings distribution for 2020. The Company's 2019 earnings distribution proposals have been approved in the shareholders' meeting held on June 24, 2020:
| held on June 24, 2020: | ||||
|---|---|---|---|---|
| Legal reserve (Reversal) of special reserve Cash dividends |
2020 Amount Dividends per share (NTD) $ - - - $ - |
2019 Amount Dividends per share (NTD) $ 116,640 47) 460,000 $ 5.00 |
||
| Dividends per share (NTD) |
||||
| ( | $ 5.00 |
- The Company's 2020 earnings distribution proposals have been approved in the board meeting held on March 23, 2022:
| in the board meeting held on March 23, 2022: | |||
|---|---|---|---|
Legal reserve Cash dividends |
2021 Amount Dividends per share (NTD) $ 15,236 18,400 $ 0.20 |
||
| Dividends per share (NTD) |
|||
| $ 0.20 |
(16) Other equity interest items
| January 1 Valuation adjustment: – The Company ( – Subsidiaries ( – Associate ( Valuation adjustment transferred to retained earnings – Subsidiaries ( – Associate December 31 ( |
2021 Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income $ 133,334 60,506) ( 119,146) 39,192) 42,041) 10,322 $ 117,229) |
2020 Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income $ 7,506 47,376) 160,152 7,850 2,869 2,333 $ 133,334 |
|---|---|---|
- (17) Revenue
2021
2020
~48~
| Revenue from contracts with customers Income from sale of merchandise Rental income |
$ 75,450 3,349 $ 78,799 |
$ 111,368 1,763 |
|---|---|---|
| $ 113,131 |
-
Revenue from contracts with customers of the Company arises from a point-in-time transfer, amounting to NTD75,450 and NTD111,368 for 2021 and 2020 respectively.
-
As of December 31, 2021 and 2020, there was no recognition of contract assets and contract liabilities related to revenue from contracts with customers by the Company.
(18) Interest income
| customers by the Company. Interest income |
||
|---|---|---|
| Interest income from bank deposits Interest income from financial assets measured at amortized cost |
2021 $ 1,171 100 $ 1,271 |
2020 |
| $ 4,753 8,159 |
||
| $ 12,912 |
(19) Other income
| (19) | Other income | ||||
|---|---|---|---|---|---|
| (20) (21) |
Dividend income $ Other income - others $ Other gains and losses Gain (loss) from financial assets measured at fair value through profit or loss Foreign exchange gain (loss) Gains from disposal of equity-accounted investments Loss from disposal of property, plant and equipment Impairment loss of equity method investments Other gains and losses ( Finance costs Interest expenses from deposit |
2021 9,056 523 9,579 2021 |
2020 13,651 26,889 40,540 2020 $ 795 ) 18,111 ) 3,617 1,590 ) 249,390 ) 85 ) $ 266,354 ) 2020 $ 3 |
||
| $ | $ | ||||
| $ | $ |
~49~
| Interest expense from lease liabilities Others |
1 1 $ 5 |
15 - $ 18 |
|---|---|---|
(22) Additional information on expenses
| ditional information on | expenses | ||
|---|---|---|---|
| Employee benefit expenses Depreciation Amortization expense Employee benefit expenses Depreciation Amortization expense |
2021 | Total $ 20,689 2,128 6 $ 22,823 Total $ 19,930 2,277 14 $ 22,221 |
|
| Classified as operating costs $ - 2,071 - $ 2,071 |
Classified as operating expenses $ 20,689 57 6 $ 20,752 2020 |
||
| Classified as operating costs $ - 1,913 - $ 1,913 |
Classified as operating expenses $ 19,930 364 14 $ 20,308 |
(23) Employee benefit expenses
| Wages and salaries Directors' remuneration Labor and health insurance fees Other personnel expenses Pension expenses |
2021 $ 10,238 8,303 1,050 550 548 $ 20,689 |
2020 $ 11,081 7,141 1,061 22 625 $ 19,930 |
|---|---|---|
-
In accordance with the Company's Articles of Incorporation, the Company shall distribute employee's remuneration between zero point five percent (0.5%) and five percent (5%) and distribute directors' remuneration no higher than two percent (2%) of the distributed earnings covering accumulated losses.
-
The Company's 2021 and 2020 estimated employee remuneration were NTD683 and NTD0 respectively; and estimated directors' remunerations were NTD683 and NTD0 respectively.
~50~
2021 employees’ remuneration and directors' remuneration are estimated at 1% based on the year’s profitability. It is resolved in the board meeting that NTD683 and NTD683 will be distributed respectively, where employees’ remuneration will be distributed in cash.
As there was a loss before tax in 2020, employee remuneration and directors and supervisors' remuneration were not allocated and distributed.
Information on employees' remuneration and directors' remuneration of the Company as resolved by the board of directors is posted in the Market Observation Post System.
~51~
(24) Income tax
- Income tax expense
Components of income tax expense:
| Income tax expense Components of income tax expense: |
||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Current income tax: | ||||||
| Prior years' income tax underestimates | $ | 6,834 | $ | - | ||
| Deferred tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | 33 | 5,389 | ||||
| Income tax expense | $ | 6,867 | $ | 5,389 | ||
| Relationship between income tax expense | and accounting profit | |||||
| 2021 | 2020 | |||||
| Income tax on net profit before tax calculated | ||||||
| at statutory tax rate | $ | 27,028 ( | $ | 47,627 ) | ||
| Expenses and losses to be excluded | ||||||
| according to the tax law | - | 49,878 | ||||
| Tax-exempted income according to the tax | ||||||
| law | ( | 32,231) ( | 4,418 ) | |||
| Tax loss not recognized as deferred income | ||||||
| tax assets | 5,236 | 7,556 | ||||
| Prior years' income tax overestimates and | ||||||
| underestimates | 6,834 | - | ||||
| Income tax expense | $ | 6,867 | $ | 5,389 |
-
Relationship between income tax expense and accounting profit
-
Deferred income tax assets or liabilities due to temporary difference, tax loss and investment credit:
| Deferred income tax assets Investments properties impairment loss Unrealized exchange loss Deferred income tax liabilities Financial assets valuation ( |
2021 | 2021 | December 31 $ 338 57 $ 395 $ 13) $ 382 |
|
|---|---|---|---|---|
| January 1 $ 338 90 ( $ 428 ( $ 13) $ 415 ( |
Recognized in profit or loss |
Recognized in other comprehensi ve income $ - - $ - $ - ( $ - |
||
| $ - 33) $ 33) $ - $ 33) |
~52~
2020
| Deferred income tax assets Investments properties impairment loss Unrealized exchange loss Deferred income tax liabilities Financial assets valuation ( |
January 1 $ 338 5,638 ( $ 5,976 ( $ 172) $ 5,804 ( |
Recognized in profit or loss |
Recognized in other comprehensi ve income $ - - $ - - ( $ - |
December 31 $ 338 90 $ 428 $ 13) $ $415 |
|---|---|---|---|---|
| $ - 5,548) $ 5,548) $ 159 $ 5,389) |
- Validity date of the Company's unused tax loss and unrecognized deferred income tax asset amount:
| December 31, 2021 | December 31, 2021 | |||
|---|---|---|---|---|
| Year occurred 2018 2020 2021 |
Declared amount/approve d amount $ 59,130 37,594 26,178 $ 122,902 |
Amount yet to be deducted $ 24,080 37,594 26,178 $ 87,852 |
Unrecognized deferred income tax asset amount $ 24,080 37,594 26,178 $ 87,852 |
Final deduction year |
| 2028 2030 2031 |
| December 31, 2020 | December 31, 2020 | |||
|---|---|---|---|---|
| Year occurred 2018 2020 |
Declared amount/approve d amount $ 59,130 37,780 $ 96,910 |
Amount yet to be deducted $ 24,080 37,780 $ 61,860 |
Unrecognized deferred income tax asset amount $ 24,080 37,780 $ 61,860 |
Final deduction year |
| 2028 2030 |
- Deductible temporary differences not recognized as deferred tax assets
| Deductible temporary differences | December 31, 2021 $ 87,944 |
December 31, 2020 $ 61,952 |
|---|---|---|
- The income tax returns of the Company have been assessed and approved through 2019 by the Tax Authority.
~53~
(25) Earnings (loss) per share
| rnings (loss) per share | |||
|---|---|---|---|
| Basic (diluted) earnings per share Current net profit attributable to ordinary shareholders of the parent Diluted earnings per share Current net profit attributable to ordinary shareholders of the parent Effect of dilutive potential ordinary shares on employee remuneration Current net profit attributable to ordinary shareholders of the parent plus effect of potential ordinary shares Basic (diluted) loss per share Current loss attributable to ordinary shareholders of the parent ( |
2021 | Loss per share (NTD) $ $1.39 $ 1.39 Loss per share (NTD) $ 2.65) |
|
| Amount after tax $ 128,274 $ 128,274 - $ 128,274 |
Weighted average number of ordinary shares outstanding (shares in thousands) 92,000 92,000 29 92,029 2021 |
||
| Amount after tax $ 243,523) |
Weighted average number of ordinary shares outstanding (shares in thousands) $ 92,000 ( |
(26) Changes in liabilities from financing activities
| January 1 Change in cash flow from financing activities Interest expense payment (Note) Other non-cash changes December 31 |
2021 | 2021 | Total liabilities from financing activities $ 157,458 451,032 1) 1 $ 608,490 |
|
|---|---|---|---|---|
| Short-term borrowing s $ 157,000 450,820 ( - ( - $ 607,820 |
Lease liabilities $ 80 33) 1) 1 $ $47 |
Deposits received $ 378 245 - ( - $ 623 |
2020
~54~
| January 1 Change in cash flow from financing activities Interest expense payment (Note) Other non-cash changes December 31 |
Short-term borrowing s $ - 157,000 ( - - $ 157,000 |
Stock dividends payable $ - 460,000 ) ( - ( 460,000( $ $- |
Lease liabilities $ 4,220 275) 15) 3,850) $ 80 |
Deposits received $ 294 84 ( - ( - $ 378 |
Total liabilities from financing activities $ 4,514 303,191 ) 15 ) 456,150 $ 157,458 |
|---|---|---|---|---|---|
Note: Table shows cash flows from operating activities.
7. Related Party Transactions
(1) Names of related parties and relationship
| Names of related parties | Relationship with the Group |
|---|---|
| Hanshin Asset Management Co., Ltd. Roo Hsing Co., Ltd. Hanshin Shopping Plaza Co., Ltd. Hanshin Department Store Co., Ltd. HCW Investment Co., Ltd. Kuo Yang Construction Co., Ltd. Hi-Lai Foods Co., Ltd. Grand Hi-Lai Hotel Co., Ltd. |
The Company's ultimate parent company Same person as the Chairman of the Company (Note) Same person as the Chairman of the Company Same person as the Chairman of the Company A subsidiary of the Company Other related parties Other related parties Other related parties |
Note: A new Chairman was elected in February 2020, and this relationship has terminated.
(2) Significant related party transactions
1. Administrative expenses
| rminated. gnificant related party transactions Administrative expenses |
||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Hanshin Asset Management Co., Ltd. | $ | 2,244 |
$ | 2,452 |
| Other receivables-related parties | ||||
| December 31, | ||||
| 2020 | ||||
| Kuo Yang Construction Co., Ltd. (capital | ||||
| reduction amount receivable) | $ | 37,722 |
||
| No related transactions in 2021. | ||||
| Property transactions | ||||
| (1) Disposal of property, plant and equipment | ||||
| 2020 | ||||
| Disposal price | ||||
| (exclude tax) | Disposal profit | |||
| Roo Hsing Co., Ltd. | $ | 560 |
$ | 16 |
| No related transactions in 2021. |
- Other receivables - related parties
3. Property transactions
- (2) Acquisition of financial assets
~55~
| Account item Investments recognized under the equity method |
Number of shares transacted 8,000 thousand shares |
Transaction object Shares |
2020 |
|---|---|---|---|
| Acquisition price |
|||
| $ 480,000 |
In September 2020, the Company participated in the capital increase by cash of Hanshin Shopping Plaza Co., Ltd., and there were no related transactions in 2021.
4. Refundable deposits
| transactions in 2021. 4. Refundable deposits |
||
|---|---|---|
| Hanshin Asset Management Co., Ltd. Key management compensation Short-term employee benefits |
2021 $ 392 2021 $ 13,868 |
2020 |
| $ 392 | ||
| 2020 | ||
| $ 12,848 |
(3) Key management compensation
8. Mortgaged (pledged) assets
The Company's pledged assets are as follows:
| The Company's pledged assets | are as follows: | |
|---|---|---|
| Pledged assets Inventory - construction land |
Carrying value December 31, 2021 December 31, 2020 $ 797,906 $ 214,937 |
Collateral purpose |
| December 31, 2021 $ 797,906 |
||
| Short-term borrowings |
9. Significant commitments and contingent liabilities
N/A
10. Significant disaster loss
N/A
11. Significant subsequent events
N/A
12. Others
(1) Capital management
The objective of the Company's capital management is to maintain a sound credit rating and a good capital ratio to support the business operations and maximize shareholders equity. The Company manages and adjusts the capital structure according to the economic situation, and may adjust the dividend payment, return the capital or issue new shares to attain such objectives.
~56~
(2) Financial instruments
1. Financial instruments by category
| Financial assets Financial assets measured at fair value through profit or loss Financial assets measured mandatorily at fair value through profit or loss Financial assets measured at fair value through other comprehensive income Designated equity instruments investments |
December 31, 2021 $ - $ 110,932 |
December 31, 2020 $ 18,978 $ 171,438 |
|---|---|---|
~57~
| Financial assets Financial assets measured at amortized cost Cash and cash equivalents Financial assets measured at amortized cost Notes receivable Net accounts receivable Other receivables Refundable deposits Financial liabilities Financial liabilities at amortized cost Short-term borrowings Accounts payable Other payables Deposits received Lease liabilities |
December 31, 2021 $ 418,151 20,000 260 2,615 43 396 $ 441,465 $ 607,820 2,595 8,571 623 $ 619,609 $ 47 |
December 31, 2020 $ 521,136 20,000 845 10,884 37,828 407 $ 591,100 $ 157,000 2,800 13,674 378 $ 173,852 $ 80 |
|---|---|---|
-
Risk management policies
-
(1)The Company's financial risk management objectives are mainly to manage operating activities related market risk, credit risk and liquidity risk. The Company conducts the above risk identification, measurement and management based on the Company's policies and risk preferences. -
(2)Pertaining to the above mentioned financial risk management, the Company has, according to the relevant laws and regulations, established appropriate policies, procedures and internal control; important financial activities have to be approved by the board of directors according to the relevant regulations and internal control system. During the execution of the financial management activities, the Company needs to strictly abide by the relevant regulations of financial risk management. -
(3)The Company has not undertaken any derivative tools to hedge financial risks. -
Significant financial risks and degrees of financial risks
-
(1)Market risk
Foreign exchange risk
~58~
-
A. The exchange rate risks the Company is exposed to mainly arise from transactions in USD, which is different from the functional currencies of the Company. The exchange rate risks are from future business transactions and assets and liabilities that have been recognized.
-
B. The Company's management has set up policies requiring the Company to manage its foreign exchange risk against its functional currencies.
~59~
- C. As the Company's businesses involve some non-functional currency operations (the functional currency of the Company is NTD), it is impacted by the exchange rate fluctuations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
fluctuations is as follows: |
|
|---|---|
| (Foreign currency: functional currency) |
December 31, 2021 Foreign currency (In thousands) Exchange rate Carrying amount (NTD) |
| Financial assets Monetary items USD: NTD (Foreign currency: functional currency) |
$ 1,069 27.68 $ 29,590 December 31, 2020 Foreign currency (In thousands) Exchange rate Carrying amount (NTD) |
| Financial assets Monetary items USD: NTD |
$ 961 28.48 $ 27,369 |
-
D. The aggregate amounts of all exchange gains and losses (including realized and unrealized) recognized in 2021 and 2020 due to significant impact of exchange rate fluctuations on monetary items of the Company were NTD172 and (NTD18,1111) respectively.
-
E. The Company's foreign currency risk analysis due to significant exchange rate fluctuations is as follows: The exchange risks between USD and NTD are mainly due to foreign exchange loss or gain arising from translation of US dollardenominated cash and cash equivalents, accounts receivables, etc. If NTD depreciates or appreciates by 1% against US$, and all other factors remain unchanged, the net profit in 2021 and 2020 will increase or decrease by NTD296 and NTD274 respectively.
Price risk
- A. The Company's equity instruments exposed to price risk are financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income. The Company manages the price risk of equity securities by diversifying investments and setting limits for single and overall equity investment. Information of the equity securities portfolio is to be regularly provided to the Company's top management, and the board of directors are to review all equity securities investment decisions and approve the diversification of its investment portfolio.
~60~
- B. The Company mainly invests in equity instruments and beneficiary certificates issued by domestic companies, and the price of such equity instruments is affected by the uncertainty of the future value of the investment target. If the price of these equity instruments and beneficiary certificates increases or decreases by 1%, with other factors remaining unchanged, 2021 and 2020 net profit after tax will increase or decrease by NTD0 and NTD190 respectively due to gain or loss from equity instrument and beneficiary certificate measured at fair value through profit or loss; and other comprehensive income will increase or decrease by NTD1,109 and NTD1,714 respectively due to gain or loss from equity investment at fair value through other comprehensive income.
Interest rate risk for cash flow and fair value
The Company's main investments are equity instruments and beneficiary certificates, and no interest-bearing debt instruments have been acquired or issued; upon assessment, there is no significant interest risk.
-
(2)Credit risk -
A. The Company's credit risk is the risk of financial loss to the Company due to the inability of customers or the counterparties to financial instruments in performing their contractual obligations, mainly from the inability of counterparties in settling the accounts receivable based on the payment terms, and contractual cash flow from investments classified as debt instruments measured at amortized cost.
-
B. All units of the Company manage credit risk in accordance with the credit risk policies, procedures and controls. The credit risk assessment of all customers is based on the comprehensive consideration of factors such as the customer's financial status, ratings from credit rating agencies, experiences from historical transactions, current economic environment and the Company's internal rating standards.
-
C. The Company's Finance and Accounting Department manages the credit risk of bank deposit, fixed-income securities and other financial instruments in accordance with the Group's policies. As the Company's trading partners are determined by internal control procedures, and they are banks with good credit ratings and financial
~61~
institutions with investment grade, corporate organizations and government agencies, there is no critical credit risk.
-
D. According to the credit risk management of the Company, when the contract payment is overdue for more than 90 days according to the agreed payment terms, it is regarded as a default.
-
E. The Company adopts IFRS9's presumption that the credit risk of the financial asset has increased significantly since its initial recognition when contractual payments are more than 30 days past due.
-
F. Also, the Company writes off financial assets when it assesses that recovery of financial assets cannot reasonably be expected (such as significant financial difficulties of the issuer or debtor, or bankruptcy).
-
G. The Company will group the customers' accounts receivables according to factors such as counterparties' credit rating, geographical region and industry, and use a simplified approach to estimate the expected credit losses based on a provision matrix. The relevant information is as follows:
| Not overdue December 31, 2021 Expected loss rate 0%~1% Total book value $ 2,615 Loss provisions $ - Not overdue December 31, 2020 Expected loss rate 0%~1% Total book value $ 10,952 Loss provisions $ 68 January 1 Reversal of impairment loss December 31 |
30 days overdue $ - $ - 30 days overdue $ - $ - $ ( $ |
30 days overdue $ - $ - 30 days overdue $ - $ - $ ( $ |
60 days overdue $ - $ - 60 days overdue $ - $ - 2021 |
90 days overdue Total $ - $ 2,615 $ - $ - 90 days overdue Total $ - $ 10,952 $ - $ 68 108 Accounts receivable 68 $ 78 68)( 10 ) - $ 68 |
|---|---|---|---|---|
| $ $ ( | $ $ 68 68)( - |
|||
| Accounts receivable |
||||
| $ | ||||
| $ |
~62~
(3) Liquidity risk
-
A. Cash flow forecasting is performed by each Group entity and aggregated by the Group's Finance and Accounting Department. The Group's Finance and Accounting Department monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.
-
B. The Company invests the remaining funds in interest-bearing demand deposits, time deposits and marketable securities, and the selected instruments have an appropriate maturity date or sufficient liquidity to meet the above forecast and provide sufficient fund dispatching levels.
-
C. The following table shows the Company's non-derivative financial liabilities grouped according to the relevant maturity date, and the analysis is based on the remaining period from the balance sheet date to the contract maturity date. Except for accounts payable, other payables and deposits received, whose undiscounted contractual cash flow amounts are approximately equal to their book values and are due within one year, the details of the undiscounted contractual cash flow amounts of the remaining financial liabilities are as follows:
Non-derivative financial liabilities:
| follows: Non-derivative financial liabilities: |
|||
|---|---|---|---|
| December 31, 2021 Less than 1 year Short-term borrowings $ 10,984 Lease liabilities 34 Non-derivative financial liabilities: December 31, 2020 Less than 1 year Short-term borrowings $ 2,826 Lease liabilities 33 |
Between 1 and 2 years $ 10,984 13 Between 1 and 2 years $ 2,826 33 |
Between 2 and 3 years $ 248,884 - Between 2 and 3 years $ 2,826 13 |
More than 3 years $ 383,324 - More than 3 years $ 159,826 - |
| December 31, 2020 Short-term borrowings Lease liabilities |
- D. The Company does not expect the timing of occurrence of the cash flows estimated through the maturity date will be significantly
~63~
earlier, nor expect the actual cash flow amount would be significantly different.
-
(3) Fair value estimation
-
The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the TWSE and TPEx shares, beneficiary certificates and popular Taiwan central government bonds invested by the Company belongs to this level.
-
Level 2: Direct or indirect observable inputs of assets or liabilities, other than quoted prices included in Level 1.
-
Level 3: Unobservable inputs for the asset or liability. The Company's investment in equity instruments with no active market belongs to this.
-
-
For information on the fair value of investment properties measured at cost, please refer to Note 6(10).
-
Financial instruments not measured at fair value
- The carrying amount of the Company's cash and cash equivalents, notes receivable, accounts receivables, other receivables, refundable deposits, short-term borrowings, accounts payable, other payables and deposits received is a reasonable approximation of fair value.
-
Financial instruments measured at fair value and non-financial instruments are classified by the Company based on the nature, characteristics and risk of the assets and liabilities, and the level of fair value; the relevant information is as follows:
(1)The Company classifies based on the nature of the assets and liabilities as follows:
| as follows: | ||||
|---|---|---|---|---|
| December 31, 2021 Assets Recurring fair value measurements Financial assets |
Level 1 | Level 2 | Level 3 | Total |
~64~
| measured at fair value through other comprehensive income Equity securities December 31, 2020 Assets Recurring fair value measurements Financial assets measured at fair value through profit or loss Equity securities Beneficiary certificate Subtotal Financial assets measured at fair value through other comprehensive income Equity securities |
$ 110,932 Level 1 $ 9,688 9,290 18,978 171,438 $ 190,416 |
- Level 2 $ - - - - $ - |
- Level 3 $ - - - - $ - |
$ 110,932 |
|---|---|---|---|---|
| Total | ||||
| $ 9,688 9,290 |
||||
| 18,978 | ||||
| 171,438 | ||||
| $ 190,416 |
-
(2)The methods and assumptions that the Company used to measure the fair value are as follows: -
The Company adopts the quoted market price as the input value of fair value (i.e., Level 1), which is classified based on the characteristics of the instrument as follows:
| of the instrument as follows: | ||
|---|---|---|
| Market price | TWSE (TPEx) stocks Closing price |
Beneficiary certificate |
| Net worth |
-
For 2021 and 2020, there was no transfer between Level 1 and Level 2 by the Company.
-
The Company is responsible for conducting fair value verification, using independent source information to make the evaluation results close to the market conditions, confirming that the sources of information are independent, reliable, consistent with other sources and represent executable prices. Changes in the value of assets and liabilities that are measured or reassessed are analyzed at each reporting date to ensure that
~65~
the assessment results are reasonable.
(4) Others
Due to the new coronavirus pandemic in 2021, the Company has implemented various pandemic preventive measures promoted by the government. The Company has adequate working capital, and the various operating departments are operating normally. It is assessed that the new coronavirus pandemic has no significant impact on the Company’s 2021 financial position and financial performance.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
Loans to others: N/A
-
Provision of endorsements and guarantees to others: N/A
-
Holding of marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures): Please refer to table 1.
-
Acquisition or sale of the same security with the accumulated cost exceeding NTD300 million or 20% of paid-in capital or more: N/A
-
Acquisition of real estate reaching NTD300 million or 20% of paid-in capital or more: Please refer to table 2.
-
Disposal of real estate reaching NTD300 million or 20% of paid-in capital or more: N/A
-
Purchase or sale of goods from or to related parties reaching NTD100 million or 20% of paid-in capital or more: N/A
-
Receivables from related parties reaching NTD100 million or 20% of paidin capital or more: N/A
-
Engage in derivative instruments trading: N/A
-
The business relationship and significant transactions between the intercompanies: N/A
(2) Information on investees
Names, locations and other information of investee companies (excluding the investees in Mainland China): Please refer to table 3.
~66~
-
(3) Information on investments in Mainland China
-
Basic information: N/A
-
Significant transactions with the investees in Mainland China either directly or indirectly through other companies in the third areas: N/A
-
(4) INFORMATION ON MAJOR SHAREHOLDERS
Information on major shareholders: Please refer to table 4.
14. SEGMENT INFORMATION
Not applicable.
~67~
Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries
Holding of marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures) December 31, 2021
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Table 1 Securities held by Type and name of marketable securities Chuwa Wool Industry Co., (Taiwan) Ltd. Kuo Yang Construction Co., Ltd. HCW Investment Co., Ltd. Taiwan Cement Corporation HCW Investment Co., Ltd. Asia Cement Corporation HCW Investment Co., Ltd. Huaku Development Co., Ltd. HCW Investment Co., Ltd. China Development Financial Holding Corporation HCW Investment Co., Ltd. Harvatek Corporation HCW Investment Co., Ltd. Winbond Electronics Corporation HCW Investment Co., Ltd. China Development Financial Holding Corp. Preferred B Share HCW Investment Co., Ltd. Hotai Finance Co., Ltd. |
Relationship with securities issuer Accounting item Other related parties Financial assets measured at fair value through other comprehensive income - non-current N/A 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Number of shares | (Except a End of period Carrying amount Shareholding ratio $ 110,932 1.19 4,800 - 8,860 - 10,054 - 13,269 - 4,384 - 850 - 510 - 5,531 - $ 159,190 |
Unit: Thousand NTD s otherwise indicated) Remarks Fair value $ 110,932 4,800 8,860 10,054 13,269 4,384 850 510 5,531 |
|
4,527,820 100,000 200,000 110,000 758,240 160,000 25,000 53,144 60,000 |
Table 1 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more
January 1 to December 31, 2021
Table 2
Unit: Thousand NTD (Except as otherwise indicated)
| Payment status Counterparty Paid as agreed Bo Kai Development Co., Ltd. and 3 people including Party A Paid as agreed Party B Paid as agreed Chen Chang Industrial Co., Ltd. Paid as agreed Yong Yi Industrial Co., Ltd. And Hwa Yang International Distribution Co., Ltd |
Relation | Information of previous transfer if counterparty is a related party Basis of price determination Owner Relationship with issuer Transfer date Amount Not applicable. Not applicable. Not applicable. Not applicable. Appraisal report by Chih Wei Real Estate Appraiser Associates Not applicable. Not applicable. Not applicable. Not applicable. Appraisal report by Zhe Yu Real Estate Appraisers Firm and He Yang Real Estate Appraiser Associates Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Appraisal report by Zhe Yu Real Estate Appraisers Firm and Hong Bang Real Estate Appraiser Associates |
Purpose of acquisition and usage Joint venture development Joint venture development Joint venture development Joint venture development |
Other agreed |
|---|---|---|---|---|
Owner Not applicable. Not applicable. Not applicable. Not applicable. |
||||
matters Not applicable. Not applicable. Not applicable. Not applicable. |
||||
| N/A N/A N/A N/A |
Table 2 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries
Information such as the investee company’s name, address, etc. (exclude investee company in China)
January 1 to December 31, 2021
| Table 3 Name of Investor Chuwa Wool Industry Co., (Taiwan) Ltd. Chuwa Wool Industry Co., (Taiwan) Ltd. Chuwa Wool Industry Co., (Taiwan) Ltd. Chuwa Wool Industry Co., (Taiwan) Ltd. HCW Investment Co., Ltd. |
Investee company name HCW Investment Co., Ltd. Jollify4ever Ltd. Xin Xi Venture Co., Ltd. Hanshin Shopping Plaza Co., Ltd. Hanshin Shopping Plaza Co., Ltd. |
Location Main business activities Original investment amount End of current period Last year-end Taiwan General investment services $ 400,000 $ 400,000 Taiwan Retail of other clothing accessories not classified, wholesale of watches and clocks and parts, wholesale of kitchen cabinet, wholesale of other clothing accessories not classified 365,013 402,475 Taiwan Retail of other clothing accessories not classified, wholesale of watches and clocks and parts, wholesale of kitchen cabinet, wholesale of other clothing accessories not classified 37,462 - Taiwan Department stores, rental and leasing, retail, restaurants, supermarkets, etc. 480,000 480,000 Taiwan Department stores, rental and leasing, retail, restaurants, supermarkets, etc. 97,443 - |
End of the period shareholding Number of shares Ratio Carrying amount 40,000,000 100.00 $ 483,370 9,997,574 46.83 67,326 3,746,163 46.83 40,268 8,000,000 16.00 753,975 902,250 1.80 103,932 |
Investee Current profit and loss $ 38,860 ( 88,596) 2,061 948,013 948,013 |
Unit: Thousand NTD (Except as otherwise indicated) Investment gain and loss recognized in current period Remarks $ 38,860 Subsidiaries ( 41,487) Associate 636 Associate 151,552 Associate 9,556 Associate |
|---|---|---|---|---|---|
Table 3 Page 1
53.41
| Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries Information on major shareholders December 31, 2021 Table 4 Shares (Note) Name of major shareholders Number of shares held Han Yang Global Co., Ltd. 49,139,065 Note: The above information is provided by Taiwan Depository Clearing Corporation (TDCC). |
Shareholding ratio |
|---|---|
Table 4 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of cash and cash equivalents December 31, 2021
Table 1
Unit: Thousand NTD
| Item | Summary | Amount $ 30 161,143 26,978 30,000 200,000 $ 418,151 |
|---|---|---|
| Petty Cash Cash in banks Demand deposit Foreign currency demand deposit Cash equivalents Time deposits |
USD974,627.78., exchange rate 27.68. Matures in January 2022, annual rate 0.41% Matures in March 2022, annual rate 0.32% |
Table 1 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of financial assets measured at amortized cost - current December 31, 2021
Table 2
Unit: Thousand NTD
| Table 2 | December 31, 2021 | December 31, 2021 | Unit: Thousand NTD | ||
|---|---|---|---|---|---|
| Name | Summary Number of shares Par value |
Total value Interest rate |
Carrying amount Cumulative impairment Remarks |
||
| Time deposits Land Bank of Taiwan Land Bank of Taiwan Land Bank of Taiwan Land Bank of Taiwan Land Bank of Taiwan Land Bank of Taiwan Land Bank of Taiwan |
NTD fixed deposit 1 $ 2,600 NTD fixed deposit 1 2,900 NTD fixed deposit 1 2,900 NTD fixed deposit 1 2,900 NTD fixed deposit 1 2,900 NTD fixed deposit 1 2,900 NTD fixed deposit 1 2,900 |
$ 2,600 0.54% 2,900 0.54% 2,900 0.54% 2,900 0.54% 2,900 0.54% 2,900 0.54% 2,900 0.54% $ 20,000 |
$ 2,600 $ - 2,900 - 2,900 - 2,900 - 2,900 - 2,900 - 2,900 - $ 20,000 $ - |
||
Table 2 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of changes in investments recognized under the equity method January 1, 2021 to December 31, 2021
Table 3
Unit: Thousand NTD
| Name | Beginning balance | Beginning balance | Current increase (Note 1) | Current increase (Note 1) | Current decrease (Note 2) | Current decrease (Note 2) | Current decrease (Note 2) | Ending balance | Ending balance | Ending balance | Market price or net worth |
Market price or net worth |
Provide guarantee or pledge |
Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount |
Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Shareholding ratio |
Amount |
Unit price | Total value | |||||
| HCW Investment Co., Ltd. Jollify4ever Ltd. Xin Xi Venture Co., Ltd. Hanshin Shopping Plaza Co., Ltd. |
40,000,000 13,743,737 - 8,000,000 |
$ 562,974 143,383 - 520,684 $ 1,227,041 |
- - 3,746,163 - |
$ 38,860 11,286 40,268 274,573 $ 364,987 |
- 3,746,163 - - |
( ( ( ( |
$ 118,464) 87,343) - 41,282) $ 247,089) |
40,000,000 9,997,574 3,746,163 8,000,000 |
100.00 46.83 46.83 16.00 |
$ 483,370 67,326 40,268 753,975 $ 1,344,939 |
$ 12.08 6.73 10.75 57.29 |
$ 483,370 67,326 40,268 458,318 $1,049,282 |
N/A " " " |
||
Note 1: Current period's increase includes a consideration of NTD37,462 received due to a capital reduction through split-up conducted by the investee company (Jollify4ever), recognition of investment gain of NTD191,048, recognition of difference of NTD123,021 for not subscribing for new shares according to shareholding ratio, capital reserve of NTD11,286 and other equity of NTD2,170. Note 2: Current period's decrease includes recognition of investment loss of NTD41,487, capital reduction of NTD37,462 as a result of a split-up, and other equity of NTD168,140.
Table 3 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of short-term borrowings December 31, 2021
| Table 4 | Ending balance Contract period 237,900 2020/11/22- 2024/2/22 144,920 2021/3/10- 2026/8/27 225,000 2021/8/18- 2026/8/18 $ 607,820 |
Unit: Thousand NTD Interest rate range Financing limit Mortgage or guarantee Remarks |
Unit: Thousand NTD Interest rate range Financing limit Mortgage or guarantee Remarks |
Unit: Thousand NTD Interest rate range Financing limit Mortgage or guarantee Remarks |
Unit: Thousand NTD Interest rate range Financing limit Mortgage or guarantee Remarks |
Unit: Thousand NTD Interest rate range Financing limit Mortgage or guarantee Remarks |
||
|---|---|---|---|---|---|---|---|---|
| Types of borrowings |
Explanation | Ending balance | ||||||
| Secured loans |
Chang Hwa Commercial Bank, Ltd. Bank of Taiwan First Commercial Bank |
237,900 144,920 225,000 $ 607,820 |
1.80% 1.83% 1.80% |
237,900 144,920 225,000 $ 607,820 |
Construction land Construction land Construction land |
|||
Table 4 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of revenue January 1, 2021 to December 31, 2021
| Table 5 Item |
Quantity (Jin) | Quantity (Jin) | Quantity (Jin) | Unit: Thousand NT Amount Remarks |
|---|---|---|---|---|
| Sales revenue Wool top Shrink-resistant wool top Others Subtotal Rental income |
122,235.80 83,231.40 8,096.40 |
$ 43,847 29,123 2,480 75,450 3,349 $ 78,799 |
||
Unit: Thousand NTD
Table 5 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of operating cost January 1, 2021 to December 31, 2021
| Table 6 Item |
Unit: Thousand NTD Amount |
|||
|---|---|---|---|---|
| Total | ||||
| Cost of goods sold Opening inventory Add: Current purchases Less: Ending inventory Subtotal Leasing cost Total |
$ - 75,771 - 75,771 3,000 $ 78,771 |
|||
Table 6 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of selling expenses January 1, 2021 to December 31, 2021
| Table 7 Item |
Summary | Summary | Summary | Unit: Thousand NT Amount Remarks |
Unit: Thousand NT Amount Remarks |
|---|---|---|---|---|---|
| Entertainment expenses Commission expenses Import and export expenses Advertising Insurance premiums |
$ 345 156 42 30 6 $ 579 |
||||
Unit: Thousand NTD
Table 7 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Details of administrative expenses January 1, 2021 to December 31, 2021
Table 8
Unit: Thousand NTD
| Table 8 | Unit: Thousand NT | ||||
|---|---|---|---|---|---|
| Item | Summary | Amount | Remarks | ||
| Salary expenses Directors' remuneration Venue usage fee Service Charge Other expenses |
The balance of other projects does not exceed 5% of the balance of this project |
$ 10,786 $ 8,303 2,244 1,859 4,241 $ $27,433 |
|||
Table 8 Page 1
Chuwa Wool Industry Co., (Taiwan) Ltd. Summary of current period employee benefits, depreciation, depletion and amortization expenses by function January 1, 2021 to December 31, 2021
Table 9
Unit: Thousand NTD
| By function By nature |
2021 | 2020 | ||||
|---|---|---|---|---|---|---|
| Classified as operating costs |
Classified as operating expenses |
Total | Classified as operating costs |
Classified as operating expenses |
Total | |
| Employee benefit expenses | ||||||
| Wages and salaries | $ - | $ 10,238 | $ 10,238 | $ - | $ 11,081 | $ 11,081 |
| Labor and health insurance fees | - | 1,050 | 1,050 |
- |
1,061 | 1,061 |
| Pension expenses | - | 548 | 548 |
- |
625 | 625 |
| Directors'remuneration | - | 8,303 | 8,303 |
- |
7,141 | 7,141 |
| Other employee benefits | - | 550 | 550 |
- |
22 | 22 |
| Depreciation | 2,071 | 57 |
2,128 |
1,913 |
364 |
2,277 |
| Amortization expense | - | 6 | 6 |
- |
14 | 14 |
- Note 1: As of December 31, 2020 and 2019, the Company has 15 and 16 employees respectively, among which 7 and 7 are directors who do not also serve as employees.
Note 2: 2. The Company's 2021 and 2020 average employee benefits were NTD1,548 and NTD1,421 respectively; The Company's 2021 and 2020 average employee remuneration were NTD1,280 and NTD1,231 respectively; The Company's 2021 average employee remuneration adjustment was 3.98%. Note 3: The board is delegated to determine the remuneration to directors based on the individual’s participation in the operation of the Company, the value of contribution, and normal industry standard. Remuneration for managers is based on the individual’s performance, their contribution to the Company’s overall operations and industry standard; and taking into consideration the Company’s operational risks, the Remuneration Committee will prepare the proposal and submit to the board of directors for discussion and approval. Employee remuneration is mainly based on the individual performance, the Company’s performance and industry standard, taking into consideration the Company’s operational risks. Annual review is conducted and year-end bonus is distributed to employees based on the current year’s profit.
Table 9 Page 1