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Asia Plastic — Annual Report 2021
Nov 10, 2021
51781_rns_2021-11-10_b1c59c9c-9c85-45c1-8363-4ea81891f176.pdf
Annual Report
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Stock Code:1337
Asia Plastic Recycling Holding Limited and subsidiaries Consolidated Financial Statements 2021 and 2020
Address: 4th Floor, Willow House, Cricket Square, P.O. Box 2804 , Grand Cayman KY1-1112, Cayman Islands
Tel: (07)521-5560
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§Table of Contents§
| One. Cover Page........................................................................ | 1 |
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| Two. Table of Contents............................................... ................ | 2 |
| Three. Independent Auditor ’s Report........................................... | 3-6 |
| Four. Consolidated Balance Sheet............................................... . | 7 |
| Five. Consolidated Statement of Comprehensive Income................ | 8 |
| Six. Consolidated Statement of Changes in Equity......................... | 9 |
| Seven. Consolidated Cash Flow Statement................................ |
10-11 |
| Eight. Notes to the Consolidated Financial Statements……………... | |
| I. Company history.............................................................. | 12 |
| II. The date of authorization for issuance of the financial | 12 |
| statements and procedures for authorization………………. | |
| III. Application of new standards, amendments, and | 12-13 |
| interpretations............................................................... | |
| IV. Summary of significant accounting policies..................... . | 14-22 |
| V. Critical accounting judgments and key sources of | 22 |
| estimation and uncertainty.............................................. | |
| VI. Statements of main accounting items............................... | 22-47 |
| VII. Related-party transactions............................................. | 47-48 |
| VIII. Pledged assets............................................... .............. | 48 |
| IX. Significant contingent liabilities and unrecognized | 49 |
| contract commitments..................................................... | |
| X. Losses due to major disasters........................................ .. | 49 |
| XI. Significant events after the balance sheet date............... .. | 49 |
| XII Others......................................................................... | 49 |
| XIII. Additional disclosures............................................... . | |
| (I) Significant transactions information......................... | 50 |
| (II) Information on investees........................................ | 50 |
| (III) Information on investments in China……………….. | 50-51 |
| (IV) Information on major shareholders………………….. | 51 |
| XIV Segments information.................................................. | 51-53 |
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Independent Auditor’s Report
To: Asia Plastic Recycling Holding Limited.
Opinion
We have audited the accompanying consolidated financial statements of Asia Plastic Recycling Holding Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, ( including a summary of significant accounting policies ) .
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
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Key audit matters are those matters that, in our professiona l judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming o ur opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters in the Group’s 2021 consolidated financial report are specified as follows:
Authenticity of recognizing sales income from certain products
As said in Note 6(14) of the consolidated financial report, the major income source of the Group is the sales of ethylene vinyl acetate copolymer (EVA) mixed foaming products. Affected by decreases in the sources of recycled materials and orders, the operating revenue significantly declined, and thus a material operating loss was generated. Of which, sales of certain products generated gross sales profit, and the unit sales prices increase significantly; therefore pursuant to the requirement to assume income with significant risk in the SAS, the authenticity of recognizing sales income from such certain products is defined as a key audit matter.
We have executed the following responding audit measures for the certain aspects of the aforesaid key audit matter, including:
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I. Understand and test the internal control related to authenticity of recognizing income, including if the internal controls related the order operations and shipping are effective, and thus recognition of operating revenue.
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II. Randomly inspect if the details of operating revenue are consistent with the counterparties on the delivery orders and invoices, and review the documents evidencing shipment, such as if the delivery notes were signed by customer.
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III. Randomly inspect the accounts receivable receipts and counterparties in the details of operating revenue are identical to the counterparties of sales.
Other Matter- The previous financial statements were audited by other CPAs
The 2020 consolidated financial statements of Asia Plastic Recycling Holding Limited and the subsidiaries were audited by other CPAs, and the auditor’s report with unqualified opinion was issued on March 22, 2021.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, ( including the audit committee ) , are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. 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 eco nomic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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I. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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II. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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IV. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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V. Evaluate the overall presentation, structure and content of the consolidated financial statements, ( including the disclosures ) , and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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VI. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other
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matters, the planned scope and timing of the audit and significant audit findings,
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( 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended Decembe r 31, 2021, and are therefore the key audit matters. We describe these matters in our auditors ’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Candor Taiwan CPA[s]
CPA: Lin, Chao-Min
CPA: Chen, Wen-Pin
Approval Letter No: Securities and Futures Bureau of Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 0980054543 Jin-Guan-Zheng-Shen-Zi No.1020049365
March 23, 2022
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Asia Plastic Recycling Holding Ltd. And its subsidiaries Consolidated Balance Sheet December 31, 2021 and 2021
Unit: *10[3] in New Taiwan Currency
| Code 1100 1136 1150 1170 1200 1310 1419 11XX 1600 1755 1760 1920 15XX 1XXX Code 2102 2108 2170 2219 2399 21XX 2570 2XXX 3100 3110 3200 3310 3320 3350 3300 3400 3410 3XXX |
Asset Current assets Cash (Notes 4 and 6) Financial assets measured based on amortized cost (Note 7) Notes receivable (Notes 8, 19 and 27) Net accounts receivable (Notes 4, 8 and 19) Other receivables Inventory (Notes 4 and 9) Prepayments Total current assets Non-current assets Real property, factory buildings and equipment (Notes 4, 5, 11, 26, 27 and 28) Right-of-use assets (Notes 4, 5, 12 and 27) Investment real property (Notes 4, 13 and 26) Refundable deposits Total non-current assets Total assets Liabilities and equity Current liabilities Short-term borrowings (Notes 14 and 27) Other short-term borrowings –stakeholders (Note 26)Accounts payable (Note 15) Other payables (Notes 12 and 16) Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities (Notes 4, 5 and 21) Total liabilities Interests attributable to owners of the Group (Notes 4 and 18) Share capital Ordinary share capital Capital reserves Retained surplus Legal surplus reserves Special surplus reserve Undistributed profit (loss to be made up) Total retained profit Other interests Exchange differences of the translation of the financial statements in foreign operations Total equity Total liabilities and equities |
December 31,2021 Amount % $ 1,513,235 27 1,305,900 24 - - 106,013 2 3,156 - 126,641 2 9,504 - 3,064,449 55 1,741,206 32 612,416 11 89,857 2 - - 2,443,479 45 $ 5,507,928 100 $ - - - - 101,658 2 44,190 - 70 - 145,918 2 61,933 1 207,851 3 2,689,547 49 3,031,712 56 708,876 13 716,985 11 1,093,121) (20) 332,740 4 656,534) (12) 5,300,077 97 $ 5,507,928 100 |
December 31,2021 Amount % $ 1,513,235 27 1,305,900 24 - - 106,013 2 3,156 - 126,641 2 9,504 - 3,064,449 55 1,741,206 32 612,416 11 89,857 2 - - 2,443,479 45 $ 5,507,928 100 $ - - - - 101,658 2 44,190 - 70 - 145,918 2 61,933 1 207,851 3 2,689,547 49 3,031,712 56 708,876 13 716,985 11 1,093,121) (20) 332,740 4 656,534) (12) 5,300,077 97 $ 5,507,928 100 |
December 31,2020 | December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|---|---|---|---|
| Amount $ 1,513,235 1,305,900 - 106,013 3,156 126,641 9,504 3,064,449 1,741,206 612,416 89,857 - 2,443,479 $ 5,507,928 $ - - 101,658 44,190 70 145,918 61,933 207,851 2,689,547 3,031,712 708,876 716,985 1,093,121) 332,740 656,534) 5,300,077 $ 5,507,928 |
Amount $ 1,297,562 1,314,000 75,601 214,020 3,847 269,982 18,590 3,193,602 2,415,261 803,117 118,871 2,015 3,339,264 $ 6,532,866 $ 188,340 159,616 232,502 80,479 14,622 675,559 62,317 737,876 2,689,547 3,028,767 708,876 716,985 729,588) 696,273 619,597) 5,794,990 $ 6,532,866 |
% | ||||||
( ( |
( ( |
( ( |
( ( |
20 20 1 3 - 4 1 49 37 12 2 - 51 100 3 2 4 1 - 10 1 11 41 46 11 11 11) 11 9) 89 100 |
Notes hereto constitute a part of the consolidated financial statements.
Chairman: Ding Jinzao Manager: Ding Zhimeng Accounting officer: Wang Weiming
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Asia Plastic Recycling Holding Ltd. And its subsidiaries
Consolidated income statement
– January 1 December 31, 2021 and 2020
Unit: *10[3] in New Taiwan Currency, if per-share loss amounting to NTD
| Code Business income (Notes 4, 19 and 26) 4100 Sales revenue 4300 Lease income 4000 Total operating income 5000 Operating costs (Notes 9, 11, 12, 20 and 26) 5900 Gross operating loss Operating expenses (Notes 11, 12 and 20) 6100 Marketing expense 6200 Administrative expense 6300 R&D expenses 6450 Expected credit impairment loss 6000 Total operating expenses 6900 Net operating loss Non-business income and non-operating expenditure (Note 20) 7100 Interest income 7190 Other incomes 7020 Other profits and losses 7225 Gain on disposal of investment 7050 Financial cost 7000 Total non-business income and non-operating expenditure 7900 Net pre-tax loss |
2021 | ||
|---|---|---|---|
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(Continued)
| (Continued) | |||
|---|---|---|---|
| Code 7950 Income tax (Notes 4, 5 and 21) 8200 Net loss of the current year 8300 Other consolidated profits and losses 8310 Items not reclassified into profits or losses 8341 Currency translation difference (Note 18) 8500 Total consolidated profits and losses of the year 8600 Net loss attributable to: 8610 Owner of the company 8700 Total consolidated profits and losses attributable to: 8710 Owner of the company Per-share loss (Note 22) 9750 General 9850 Dilution |
2021 | ||
Notes hereto constitute a part of the consolidated financial statements.
Chairman: Ding Jinzao
Manager: Ding Zhimeng
Accounting officer: Wang Weiming
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Asia Plastic Recycling Holding Ltd. And its subsidiaries Consolidated statement of changes in equity – January 1 December 31, 2020 and 2021
Unit: *10[3] in New Taiwan Currency
| Other items of shareholders ’equity Retained surplus Exchange differences of the translation of the financial statements in foreign operations Undistributed profit (loss to be made up) Code Ordinary share capital Capital reserves Legal surplus reserves Special surplus reserve A1 Balance on January 1, 2020 $ 2,689,547 $ 3,064,618 $ 708,876 $ 460,100 $ 840,099 ($ 716,985) Profit distribution in 2019 (Note 18) B3 Special surplus reserve - - - 256,855 ( 256,885) - D1 Net loss in 2020 - - - - ( 1,312,802 ) - D3 Other after-tax consolidated profits and losses in 2020 - - - - - 97,388 D5 Total consolidated profits and losses in 2020 - - - - (1,312,802) 97,388 N1 Employee stock option cost (Note 23) - 14,149 - - - - Z1 Balance on December 31, 2020 2,689,547 3,028,767 708,876 716,985 (729,588) ( 619,597) Profit distribution in 2020 (Note 18) B3 Special surplus reserve - - - (97,388) 97,388 - D1 Net loss in 2021 - - - - ( 460,921 ) - D3 Other after-tax consolidated profits and losses in 2021 - - - - - ( 36,937) D5 Total consolidated profits and losses in 2021 - - - - ( 460,921) ( 36,937) N1 Employee stock option cost (Note 23) - 2,945 - - - - Z1 Balance on December 31, 2021 $ 2,689,547 $ 3,031,712 $ 708,876 $ 619,597 ($ 1,093,121) ($ 656,534) Notes hereto constitute a part of the consolidated financial statements. Chairman: Ding Jinzao Manager: Ding Zhimeng Accounting officer: Wang Weiming |
Total equity | |
|---|---|---|
| $ 6,996,255 - ( 1,312,802 ) 97,388 (1,215,414) 14,149 5,794,990 - ( 460,921 ) ( 36,937) ( 497,858) 14,149 $ 5,300,077 |
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Asia Plastic Recycling Holding Ltd. And its subsidiaries
Consolidated Cash Flow Statement
– January 1 December 31, 2020 and 2021
Unit: *10[3] in New Taiwan Currency
| Code Cash flow from operating activities A10000 Pre-tax net loss of the current year A20010 Earnings, expenses and losses A20100 Depreciation costs A20200 Amortization expense A20300 Expected credit impairment loss A20900 Financial cost A21200 Interest income A21900 Employee stock option compensation cost A22500 Loss from disposal of real property, factory buildings and equipment (benefit) A23700 Retention (reverse) of allowance for loss from inventory depreciation A23700 Non-financial asset impairment loss A23200 Gain on disposal of investment A29900 Others Net change of business assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A33000 Cash outflow from operations A33100 Collected interest A33300 Paid interest AAAA Net cash outflow from operations Cash flow from investment activities B00040 Acquisition of financial assets measured by post-amortization cost B00060 Principal repayment of financial assets measured by post-amortization cost B02700 Purchase of real property, factory buildings and equipment B03700 Increase in deposits paid |
2021 ( $ 460,921 ) 205,412 - 6,351 8,869 ( 32,294 ) 2,945 118 25,441 - ( 45,490 ) - ( 61,247 ) 58,802 ( 268 ) ( 121,991 ) ( 47,115 ) 103,153 4,700 14,174 ( 339,361 ) 32,842 ( 8,869) ( 315,388) - - ( 42,126 ) - |
2020 |
|---|---|---|
| ( $ 1,312,802 ) 282,716 - 9,810 8,115 ( 32,619 ) 14,149 ( 4 ) 19,626 826,938 - 2,655 12,054 ( 13,797 ) 2,825 ( 23,570 ) 6,982 ( 46,327 ) ( 8,747 ) 11,857 ( 240,139 ) 32,781 ( 8,115) ( 215,473) ( 1,314,000 ) 1,314,000 ( 18,094 ) ( 44 ) |
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| Code B02800 Payments received for disposal of real property, factory buildings and equipment B00050 Gain from Sale of Amortized Cost Financial Assets B02300 Proceeds from disposal of subsidiaries BBBB Net cash outflow from investment activities Cash flow of financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Increase in long-term borrowings C01700 Decrease in long-term borrowings C01800 Other borrowings –increase instakeholders C01900 Other borrowings –decrease instakeholders CCCC Net cash inflow of financing activities DDDD Impact of fluctuations in exchange rate on cash EEEE Net reduction of cash E00100 Cash balance at beginning of the year E00200 Year-end cash balance |
2021 $ - ( 900 ) 435,145 392,119 130,245 ( 208,392 ) 442,833 ( 230,100 ) 156,804 ( 146,292) 145,098 ( 6,156) 215,673 1,297,562 $ 1,513,235 |
2020 | |
|---|---|---|---|
| $ 158 - - ( 17,980) 188,340 ( 166,440 ) - - 159,616 - 181,516 19,676 ( 32,261 ) 1,329,823 $ 1,297,562 |
Notes hereto constitute a part of the consolidated financial statements.
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Chairman: Ding Jinzao
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Manager: Ding Zhimeng
Accounting officer: Wang Weiming
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Asia Plastic Recycling Holding Limited and the subsidiaries Notes to the Consolidated Financial Statements
2021 and 2020
(Unless specified otherwise, the unit is NTD thousand)
I. Company history
Asia Plastic Recycling Holding Limited (hereafter “the Company”) was established at Cayman Islands on January 8, 2010, mainly an organizational restructure for applying public listing at Taiwan Stock Exchange. After the restructure, the Company has become the holding company of Sansd (Fujian) Plastic Co., Ltd. (Fujian Sansd Pla stic Ltd.).
The Company’s shares have been listed and traded in Taiwan Stock Exchange on August 17, 2011, and the stock code is 1337.
The functional currency of the Company and the subsidiaries is RMB. Since the Company is a public company in Taiwan, for better comparability and consistency of the financial reports, the consolidated financial statements translated RMB to NTD for expression.
II. The date of authorization for issuance of the financial statements and procedures for authorization
The consolidated financial statements are released on March 23, 2022 upon the approval of the board of directors.
III.
Application of new standards, amendments, and interpretations
- (I) The International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations of International Financial Reporting Interpretations Committee (IFRIC) and interpretation announcement from Standing Interpretations Committee (SIC) (hereafter, collectively “IFRSs” recognized and publicized by the Financial Supervisory Commission (FSC) for taking effect.
The IFRSs recognized and publicized by FSC do not result in any material change in the Company and subsidiaries’ accounting policies.
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(II) The IFRSs publicized by International Accounting Standards Board (IASB), and recognized by FSC to be applied from 2022
| Effective date of IASB | |
|---|---|
| New publicized/Amended/Revised Standards and Interpretations | publication |
| “Annual improvement of the 2018 ~ 2020 cycle” | January 1, 2022 (Note 1) |
| The amendment to IFRS 3: “Reference to the Conceptual | January 1, 2022 (Note 2) |
| Framework” | |
| The amendment to IAS 16: “Property, plant and equipment: price | January 1, 2022 (Note 3) |
| before reaching the intended state of use” | |
| The amendment to IAS 37: “Onerous Contracts — Cost of | January 1, 2022 (Note 4) |
| Fulfilling a Contract” |
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Note 1: The amendment to IFRS 9 is applicable to all exchange or clause amendments of financial liabilities occurring during the yearly reporting periods since January 1, 2022; the amendment to IAS 41 “Agriculture” is applicable to the measurement at fair value during the yearly reporting periods since January 1, 2022; and the amendment to IFRS 1 “First-time Adoption of International Financial Reporting Standards” is applicable retrospectively for the yearly reporting periods since January 1, 2022.
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Note 2: Where the acquisition date of an entity merger is at the yearly reporting period since January 1, 2022, the amendment is applicable.
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Note 3: The amendment is applicable to the property, plant and equipment that are brought to the location and condition necessary f or them to be capable of operating in the manner intended by management after January 1, 2021.
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Note 4: The amendment is applicable to the contracts with outstanding obligations to be performed on January 1, 2022.
As of the approval and publication date of the consolidated
financial statements, the Company and the subsidiaries assessed that the aforesaid amendments to the standards and interpretations do not affect the financial positions and operating performance materially.
- (III) IFRSs publicized by IASB but yet recognized and publicized by FSC for taking effect
| FSC for taking effect | |
|---|---|
| Effective date of IASB | |
| New publicized/Amended/Revised Standards and Interpretations | publication(Note 1) |
| The amendment to IFRS 10 and IAS 28 “Sales or contributions of | Undecided |
| assets between an investor and its associate/joint venture” | |
| IFRS 17: “Insurance Contracts” | January 1, 2023 |
| The amendment to IFRS 17 | January 1, 2023 |
| The amendment to IAS 1: “Classification of Liabilities as Current | January 1, 2023 |
| or Non-current” | |
| The amendment to IAS 1: “‘Disclosure of Accounting Policies” | January 1, 2023 (Note 2) |
| The amendment to IAS 8: “Definition of Accounting Estimates” | January 1, 2023 (Note 3) |
| The amendment to IAS 12: “Deferred income tax related to assets | January 1, 2023 (Note 4) |
| and liabilities arising from a single transaction” |
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Note 1: Unless otherwise specified, the aforesaid new publicized/ amended/ revised standards or interpretations take effect from the yearly report periods starting on the specified date.
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Note 2: The yearly report periods starting from January 1, 2023 delay the application of this amendment.
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Note 3: The amendment is applicable to the changes in the accounting estimates and accounting policies occurring during yearly report periods sta rting from January 1, 2023.
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Note 4: Other than the temporary differences of lease and decommissioning obligation are recognized as deferred income taxes on January 1, 2022, the amendment is applicable to the transactions occurring after January 1, 2022.
As of the approval and publication date of the consolidated financial statements, the Company and the subsidiaries have still assessed how the aforesaid amendments to the standards and interpretations do not affect the financial positions and operating performance; the related effects are disclosed upon the completion of assessments.
IV. Summary of significant accounting policies
(I) Compliance statement
The consolidated financial statements are prepared pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs recognized and publicized by FSC for taking effect.
- (2) Basis of preparation
Other than the financial instruments measured at fair values, the consolidated financial statements are prepared based on the historic costs.
Fair value measurements are classified from Level 1 to 3 based on the observability and priorities of the related inputs:
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Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date (unadjusted).
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Level 2 inputs are observable inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly (i.e. price) or indirectly (i.e. induced from price).
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Level 3 inputs are unobservable inputs for the asset or liability.
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(III) Criteria to classify assets and liabilities as current and non-current items
Current assets include:
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Assets held for purpose of trading;
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Assets expected to be realized within twelve months from the balance sheet date; and
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Cash (not including those restricted for exchange or repayment of debt in twelve months from the balance sheet date). Current liabilities include:
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Liabilities held for purpose of trading;
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Liabilities due to be repaid within twelve months after the reporting date (the liabilities with completed long-term refinancing or re-arranged payment agreement during the time between the balance sheet date to the approval and publication date of financial statements are considered as current liabilities); and
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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.
Items not classified as current assets or current liabilities are all classified as non-current assets and non-current liabilities.
(IV) Basis of consolidation
The consolidated financial statements are the financial statements of the Company and the entities controlled by the Company (subsidiaries). The financial statements of subsidiaries have been adjusted properly to align their accounting policies with the Company’s and other subsidiaries’ accounting policies. When preparing the consolidated financial statements, all transactions, account balance, income and expenses among the entities are all offset.
Please refer to Note 6(5) and Schedule 4 and 5 for the details of subsidiaries, shareholding percentage, and business items. (V) Foreign currency
When preparing the individual financial statements, these transactions denominated in the currencies other than the entity ’s
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functional currency are translated to the functional currency at the exchange rate of the trading date.
For the monetary items in foreign currencies, the translation is made at the closing exchange rate of each balance sheet date. The exchange differences generated from settlements of monetary items or translate monetary items are recognized in loss and profit at the period of occurrence.
The non-monetary item measured at fair value and denominated in foreign currencies, the translation is made at the exchange rate of the day determine the fair value; the exchange differences generated are recognized in loss and profit of the period. Provided, where the changes in fair value are recognized in other comprehensive income, the generated exchange differences are recognized in other comprehensive income.
When preparing the consolidated financial statement, the assets and liabilities in the foreign operating institutions of the Company and the subsidiaries, are translated to NTD at each balance sheet date. The income and expense items are translated at the average exchange rate of the period, and the exchange differences are listed in the other comprehensive income. (VI) Inventory
Inventories include the raw materials, work in process, and finished goods. Inventories are measured at the costs and net realizable values; when comparing costs and net realizable values, other than the inventories of the same category, the comparisons ar e based on the individual items. The net realizable value is the balance of the expected sales price deducting the estimated costs up to finishing works, and the estimated cost up to sales, under normal conditions. The calculation of the inventory costs is weighted average method.
(VII) Property, plant and equipment
The property, plant and equipment are recognized at costs, later the measurement is based on the balance of costs deducting the accumulated depreciation and impairment losses.
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The property, plant and equipment in progress are recognized at the amount of costs deducting the accumulated impairment losses. Costs include the professional service fees, borrowing costs qualified for the capitalization conditions, and the amount of the capitalized amortization of the right-of-use (designated as right-of-use assets) of land during the construction of the plant. When such assets are completed and reach the expected condition of operating, they are classified to the proper category of the property, plant and equipment, and provided the depreciation.
The depreciation of property, plant and equipment is provided on the straight line based, and each material part is provided with depreciation individually. The Company and the subsidiaries at least at the end day of each year, review the expected service lives, remaining values and depreciation approaches. The effects of the changes in accounting estimates are handled in the manner of deferring.
When derecognizing property, plant and equipment, the difference between the net proceed from the disposal and the book value of such asset is recognized in profit and loss.
(VIII) Investment property
Investment properties are these properties held for earning rents, capital value increasing, or both (including the properties in progress for the same purposes)
The self-owned investment properties are initially measured at costs (including transaction costs), and then measured at balance of cost less the accumulated depreciation and accumulated impairment loss afterwards. The Company and the subsidiaries provide depreciation on the straight line base.
The investment properties in progress are recognized at the amount of costs deducting the accumulated impairment losses. Costs include the professional service fees, borrowing costs qualified for the capitalization conditions, and the amount of the capitalized amortization of the right-of-use (designated as right-of-use assets) of land during the construction of the plant.
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Such assets are provided with the depreciation when reaching the intended condition.
When derecognizing investment properties, the difference between the net proceed from the disposal and the book value of such asset is recognized in profit and loss.
(IX) Impairments of property, plant and equipment, right-of-use assets, and investment properties
The Company and the subsidiaries, at each balance sheet date, evaluate if any signal showing that the property, plant and equipment, right-of-use assets, and investment properties may be impaired. If any impairment is indicated, the asset’s recoverable amount is estimated. If the recoverable amount of an individual asset, the Company and the subsidiaries estimate the recoverable amount of the cash-generating unit to which the asset belongs to. A shared asset is the minimum cash-generating unit group shared on a reasonable and consistent basis.
The recoverable amount is the higher one between the fair value less the sales costs, or the utilization value. When a recoverable amount of an individual asset or cash-generating unit is lower than its book value, the book value of such asset or cash-generating unit will be revised down to the recoverable amount; the impairment loss is recognized at the profit and loss.
When an impairment loss is reversed later, the book value of such asset or cash-generating unit will be revised up to the recoverable amount later; provided, the book value revised upward shall not exceed the book value of the asset or cash-generating unit determined if no impairment loss would have been recognized in a previous year (less the depreciation). The reversal of impairment loss is recognized at the profit and loss.
(X)
Financial instruments
Only when the Company and the subsidiaries become a party under the contractual terms of the instrument, a financial asset or liability is recognized in the consolidated balance sheet.
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When initially recognizing financial assets and financial liabilities, if the financial assets and financial liabilities are not these measured at fair value through profit and loss, they are measured at the fair value plus the transaction costs directly attributable to the acquisition of financial assets or issu ance of financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or issuance of financial liabilities of measured at fair value through profit and loss, are recognized as profit and loss immediately.
- Financial Assets
The customary transaction of a financial asset is recognized and derecognized by adopting trading day accounting.
- (1) Types of measurements
The financial assets held by the Company and the subsidiaries are the financial assets measured at the amortized costs.
Financial assets measured at amortized cost (including cash, financial assets measured at amortized cost, notes and accounts receivable, other receivables and refundable deposit), after the initial recognition, are measured at the total book value decided by the effective interest method less any amortized cost of impairment loss; any gain or loss of foreign exchange is recognized at profit and loss.
Except for the two following circumstances, the interest income is calculated as the effective interest rate multiplied by the total book values of the financial assets:
A. For the purchased or originated credit-impaired financial assets, the interest income is calculated based on the effective interest rate adjusted by credit multiplied by the amortized cost of the financial asset.
-
B. For the financial asset without purchased or originated
-
21-
credit impairment, but become the credit-impaired later, the interest income shall be calculated as the effective interest rate multiplied by the amortized cost of the financial asset from the next reporting period since the credit impairment.
The credit-impaired financial assets refer to the issuers or debtors have material financial difficulties, defaults, or the debtors may request bankruptcy other financial restructures, or the financial assets that may have disappeared from the active markets due to financial difficulties.
- (2) Impairments of financial assets
The Company and the subsidiaries evaluate the impairment losses of financial assets (accounts receivable included) measured at amortized costs based on the expected credit losses at each balance sheet date.
For accounts receivable, the loss allowance is recognized based on the expected credit loss at the duration. For other financial assets, the credit risk would be assessed for any significant increase since the initial recognition. If there is no significant increase, the loss allowance is recognized based on the 12-month ECL; if increased significantly, the loss allowance is recognized based on the ECL of the duration.
The ECL is the weighted average credit loss applying the risk of default as the weight. The 12-month ECL is the expected credit loss of financial instruments generated from the possible default event within 12 months after the reporting date. The ECL of the duration is the expected credit loss of financial instruments that may be generated from all possible default events during the duration.
The Company and the subsidiaries determine that in the following circumstances, a financial asset defaults, if
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not consider the collateral in hand, for the purpose of internal credit risk management.
-
A. There is internal or external information showing that the debtor is unable to repay the debt.
-
B. Overdue for more than 90 days, unless there is reasonable information with evidence showing that the delayed default standard is more suitable.
The impairment loss of all financial assets has their book value to be revised down via the allowance account.
- (3) De-recognition of financial assets
The Company and the subsidiaries only derecognize a financial asset when the contractual rights from the cash flow of such financial asset become invalid, or the financial is assigned, with virtually all the risks and rewards under the ownership of such asset being transferred to the assignee.
When derecognizing the overall financial assets measured at amortized cost, the difference between the book value and the received proceed is recognized at profit and loss.
2. Equity instruments
The debt and equity instruments issued by the Company and the subsidiaries are classified as financial liabilities or equity based on the substance of the contractual agreement, and the definition of financial liabilities and equity instruments.
The equity instruments issued by the Company and the subsidiaries are recognized at the amount of the acquisition proceed deducting the direct issuance costs.
The equity instruments of the Company retrieved again are recognized and deducted under the equity. Purchase, sales, issuance, or cancellation of the equity instruments of the Company does not recognize profit and loss.
3. Financial Liabilities
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(1) Subsequent measurements
The financial liabilities held by the Company and the subsidiaries are measured at the amortized costs by the effective interest method.
- (2) De-recognition of financial liabilities
When derecognizing financial liabilities, the difference between the book value and the received proceed (including all transferred non-cash assets or liabilities assumed) is recognized at profit and loss.
(XI) Revenue recognition
The Company and the subsidiaries distribute the transaction prices to each performance obligation when the customers’ contracts identify the performance obligations, and recognize the income when each performance obligation is fulfilled.
The income from selling products is generated from the sales of products including polyblend of ethylene-vinyl acetate copolymer (EVA). Based on the agreements of contracts, when the products including polyblend of EVA are delivered to customers, the customers are entitled to the price and use of the products, be responsible for re-selling the products, and assume the risks of obsolescence. The Company and the subsidiaries recognize the income and accounts receivable at this point.
(XII) Lease
The Company and the subsidiaries evaluate if a contract is leasing on the day when the contract is executed.
- The Company and the subsidiaries are the lessors.
When the lease terms transfer virtually all the risks and rewards attached to the asset ownership to the lessee, the lease is classified as financing lease. All other leases are classified as operating leases.
Under an operating lease, the payment of rent is recognized as income based on the straight line during the related lease period.
-
The Company and the subsidiaries are the lessees.
-
24-
Except that the rent payments of the leases for which the underlying asset is of low value that are applicable for recognition exemption and the short-term leases are recognized as expenses during the lease period on the straight line basis, for other leases, the right-of-use assets and lease liabilities are recognized since the lease starting date.
The right-of-use assets are the right-of-use of the lands of the subsidiaries in Mainland China, and will be measured at the cost less accumulated depreciation and accumulated impairment loss subsequently. The right-of-use assets are stated in the consolidated balance sheet individually.
For the right-of-use assets, the depreciation is provided during the lease period on the straight line basis (XIII) Post-employment benefits
The subsidiaries, Fujian Sansd Plastic and Jiangsu Sansda Environmental Technology Ltd. participate the pension plans of the local government, as required by the local laws. They contribute the pensions at the certain percentage of the employees’ wages and deposit such with the local government regularly. This is a definite contribution retirement plan, so the contributed pension amount recognized as the expenses of the period during the employees ’ service period.
(XIV) Employee stock options
The employee share subscription warrants are recognized as expenses on the straight line basis during the vesting period, depending on the fair value of the equity instruments on the day of granting, and the best estimated quantity for the expected vested instruments, while adjusting the capital surplus - employee share subscription warrants at the same time. If the warrants are vested on the day of granting, all are recognized as expenses on the same day.
The Company and the subsidiaries revise the expected vested estimated quantity of the employee stock warrants at each balance sheet date. If the original estimated quantity is revised, the effects
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are recognized as profit and loss, to have the accumulated expense to reflect the revised estimates, and adjust the capital surplus - employee share subscription warrants accordingly. (XV) Income tax
Income tax expense is the sum of the current income tax and deferred income tax.
- Current income tax
The Company and the subsidiaries calculate the income tax payable (recoverable) by determining the income (losses) pursuant to the regulations prescribed in the income tax filing jurisdiction.
Adjusted by the income tax payable in the previous year, and listed to the current income tax.
- Deferred income tax
The deferred income tax is calculated based on the temporary difference between the book values of the assets and liabilities in the consolidated financial statements and the tax basis of taxable income calculation. Deferred income tax liabilities are generally recognized for the all taxable temporary difference; deferred income tax assets are recognized when there may be taxable income for deducting the temporary difference or the income tax deductibles generated from the loss deductibles. If the temporary difference is generated from the initial recognition of other assets and liabilities (except for the enterprise merger), and does not affect the taxable income nor the accounting profit at the time of transaction, such difference is not recognized as deferred income tax assets or liabilities.
The book value of a deferred income tax asset is reviewed at each balance sheet date, and the book value is subject to downward revision if there is no longer any possibly sufficient taxable income to recover all or partial assets. The assets not recognized as deferred income tax assets are also reviewed at each balance sheet date, and book value is subject to upward
- 26-
revision when it is very possible to generate taxable income to recover all or partial assets.
The deferred income tax assets and liabilities are measured at the tax rate of the period where the liabilities are repaid or the assets are realized. Such tax rate is based on the legalized or substantially legalized tax rate and tax acts on the balance sheet date. The measurement of deferred income tax liabilities and assets, reflects the taxation consequences generated from the approach to recover or repay the book values of assets and liabilities by the Company and the subsidiaries on a balance sheet date.
V. Critical accounting judgments and key sources of estimation and uncertainty
When adopting an accounting policy, the management of the Company and the subsidiaries shall make related judgement, estimation and assumptions based on the historic experience and other relevant factors, for these with difficulties to obtain related information from other sources. The actual results may differ from the estimates. The Company and the subsidiaries incorporate the economic impacts from the COVID -19 pandemic into the considerations for the material accounting estimates. The management will continue to review the estimation and basic hypothesis. If a revised estimate only affects the current period, it is recognized at the current period; if a revision of an accounting estimate affects both the current and future periods, it is recognized at the current and future periods.
Impairments of property, plant and equipment and right -of-use assets
The evaluation is made based on the recoverable amount of property, plant and equipment and right-of-use assets (i.e. the fair values of such assets less the sales costs). Changes in the market conditions will affect the recoverable amount of such assets, and may result in that the Company and the subsidiaries have to recognize impairment loss or reverse the recognized impairment loss, additionally.
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VI. Statements of main accounting items
(I) Cash and cash equivalents
| Cash inventory Demand deposit |
December 31, 2021 $ 740 1,512,495 $ 1,513,235 |
December 31, 2020 |
||
|---|---|---|---|---|
| $ 1,236 1,296,326 $ 1,297,562 |
(2) Financial assets measured at amortized cost
Time deposits with original expiration more than three months Annual interest rate (%) |
December 31, 2021 $ 1,305,900 2.10 |
December 31, 2020 |
|
|---|---|---|---|
| $ 1,314,000 2.25 |
(III) Net amount of notes and accounts receivable
Notes receivable Incurred from operation Accounts receivable Incurred from operation - measured at amortized costs Total book value Less: Loss allowance |
December 31, 2021 $- $ 112,198 6,185) $ 106,013 |
December 31, 2020 |
||
|---|---|---|---|---|
( |
( |
$ 75,601 $ 238,147 24,127) $ 214,020 |
- Notes receivable
On the balance sheet date, the Company and the subsidiaries have no overdue notes receivable without allowance recognized.
Aging analysis of the notes receivable is as below:
Under 90 days |
December 31, 2021 $ - |
December 31, 2020 $ 45,825 |
|---|---|---|
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91-180 days More than 180 days |
December 31, 2021 - - $ - |
December 31, 2020 29,689 87 $ 75,601 |
|
|---|---|---|---|
The above is an aging report based on the account date.
The Company and the subsidiaries assign some receivable banker’s acceptances with endorsement to suppliers for paying goods. Please refer to Note 6(21) and 8.
2. Accounts receivable
The average credit days of product sales for the Company and the subsidiaries are 30-150 days; to reduce the credit risks, the Company and the subsidiaries appoint the dedicated personnel to take charge of determining the credit limits, approving credits, and other monitoring procedures, to ensure taking proper actions for recovering the overdue accounts receivables. The Company and the subsidiaries re-check the recoverable amount of each account receivable one by one on the balance sheet date, to ensure that unrecoverable accounts receivable are provided with the proper impairment losses. Therefore, the management of the Company and the subsidiaries believe the risks of the Company and the subsidiaries have reduced significantly.
The Company and the subsidiaries recognize the loss allowance of accounts receivable based on the expected credit loss at the duration. The expected credit loss at the duration considers the default records in the past and the current financial positions of customers. The Company and the subsidiaries further classify the clientele for the credit losses, and determine the expected credit loss rate based on the age of the accounts receivable.
If any evidence shows that the counterparty in a transaction has severe financial difficulty, and the Company and
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the subsidiaries cannot reasonably expect the recoverable amount, like the counterparty is being liquidated, the Company and the subsidiaries will write off the related accounts receivable directly, but continues the recourse activities, and the amount recovered from a recourse is recognized in profit and loss.
The Company and the subsidiaries measure the allowance for the loss of accounts receivable as follows:
(1) December 31, 2021
Clientele 1
| Expected loss rate on credit impairment (%) Total book value Loss allowance (expected credit loss for the duration) Amortized costs |
1to 90 days 0.5 $ 90,371 ( 453 ) $ 89,918 |
91 to 120 days 3 $ 2,945 ( 88) $ 2,857 |
121 to 150 days 5 $ 4,975 ( 249) $ 4,726 |
151 to 180 days 10 $ 3,436 ( 344) $ 3,092 |
181 to 365 days 20 $ 6,775 ( 1,355 ) $ 5,420 |
More than 365 days 100 $ 827 ( 827 ) $ - |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 109,329 ( 3,316) $ 106,013 |
Clientele 2
| Expected loss rate on credit impairment (%) Total book value Loss allowance (expected credit loss for the duration) Amortized costs |
1to 90 days - $ - - $ - |
91 to 120 days - $ - - $ - |
121 to 150 days - $ - - $ - |
151 to 180 days - $ - - $ - |
181 to 365 days 100 $ - - $ - |
More than 365 days 100 $ 2,869 ( 2,869 ) $ - |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 2,869 ( 2,869 ) $ - |
(2) December 31, 2020
Clientele 1
| Expected loss rate on credit impairment (%) Total book value Loss allowance (expected credit loss for the duration) Amortized costs |
1to 90 days 0.5~1.5 $ 189,342 ( 1,412 ) $ 187,930 |
91 to 120 days 3 $ 14,195 ( 426 ) $ 13,769 |
121 to 150 days 5 $ 3,710 ( 185 ) $ 3,525 |
151 to 180 days 10 $ 4,530 ( 453 ) $ 4,077 |
181 to 365 days 20 $ 5,899 ( 1,180 ) $ 4,719 |
More than 365 days 100 $ 2,740 ( 2,740) $ - |
Total |
|---|---|---|---|---|---|---|---|
| $ 220,416 ( 6,396) $ 214,020 |
Clientele 2
91 to 120 121 to 150 151 to 180 181 to 365 More than 1 to 90 days days days days days 365 days Total
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| Expected loss rate on credit impairment (%) Total book value Loss allowance (expected credit loss for the duration) Amortized costs |
1to 90 days - $ - - $ - |
91 to 120 days - $ - - $ - |
121 to 150 days - $ - - $ - |
151 to 180 days - $ - - $ - |
181 to 365 days 100 $ 3,200 ( 3,200 ) $ - |
More than 365 days 100 $ 14,531 ( 14,531 ) $ - |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 17,731 ( 17,731 ) $ - |
The information of changes in the loss allowance for accounts receivable is as follows:
| (IV) | Opening balance Provisions during the period Offsets and reversal during the period Disposal of subsidiary Net exchange difference Balance at the end of the period Inventory |
January 1 to December 31, 2021 $ 24,127 6,351 ( 13,013) ( 11,079) ( 201) $ 6,185 |
January 1 to December 31, 2020 |
January 1 to December 31, 2020 |
|---|---|---|---|---|
| $ 14,143 9,810 - - 174 $ 24,127 |
| Inventory | ||||
|---|---|---|---|---|
Raw materials Work in process Finished products |
December 31, 2021 $ 45,826 29,825 50,990 $ 126,641 |
December 31, 2020 $ 155,152 32,364 82,466 $ 269,982 |
||
The composition of the operating costs is as follows:
| Sales costs related to inventories Impairment loss of property, plant and equipment and right-of-use assets |
2021 $ 1,174,246 - |
2020 $ 1,035,758 287,253 |
|---|---|---|
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| Depreciation and related taxes to the leased out assets Designated loss (gain) of inventory write-down Loss of idled capacity (note) |
2021 43,799 25,441 58,336 $ 1,301,822 |
2020 | ||
|---|---|---|---|---|
| 36,509 19,626 107,173 $ 1,486,319 |
Note: Including the relevant costs during the suspension due to the impacts of COVID-19.
(V) Subsidiary
Subsidiaries included in the consolidated financial statements
The entities for preparing the consolidated financial statements
are described respectively as below:
| Name of Investor | N a me of Su b si di ar y |
Percentage of Equity Holdings | Percentage of Equity Holdings | Descri ption |
|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
|||
| The Company Sansda Holding Limited (BVI) Hong Kong Sansd Limited Recycle Sansda Limited |
Sansda Holding Limited (BVI) Hong Kong Sansd Limited Fujian Sansd Plastic Jiangsu Sansda Environmental Technology Ltd. Hong Kong Sansda Trading Recycle Sansda Limited Jiangsu Sansda Environmental Technology Ltd. |
100 100 100 - 100 100 - |
100 100 100 100 100 - - |
1 2 3 4 5 6 4 |
-
Sansda Holding Limited (BVI) (BVI Sansda) was established in the British Virgin Islands in December 2009, mainly engaging in investments.
-
Sansd (Hong Kong) Co., Ltd. (Hong Kong Sansd) was established in Hong Kong in January 2010, mainly engaging in investments.
-
Sansd (Fujian) Plastic Co., Ltd. (Fujian Sansd Plastic), was established in Jinjiang City, Fujian Province, PRC in August 1994, mainly engages in the production and sales of the polyblend of ethylene vinyl acetate copolymer (EVA) by applying recycled waste plastics (including panel materials for shoe soles, bags and luggage; specialty panel materials; general panel materials; rubber
-
32-
foaming materials; high-elasticity foaming materials; static-resistant foaming materials; and flame-retardant foaming materials).
-
Jiangsu Sansda Environmental Technology Ltd. (Jiangsu Sansda) was established in Jurong City, Jiangsu Province, PRC in January, 2011, mainly engages in the production and sales of the polyblend of ethylene vinyl acetate copolymer (EVA) by applying recycled waste plastics. Jiangsu Sansda Environmental Technology Ltd. started the production and sales activities since May 2014. On October 29, 2021, the board of directors approved the organizational restructure. Hong Kong Sansd Limited transferred all the stakes of Jiangsu Sansda Environmental Technology Ltd. in possession to Fujian Sansd Recycling Co., Ltd. On November 16, 2021, the board of directors approved to sell 100% stake of the subsidiary, Jiangsu Sansda Environmental Technology Ltd. The stake was transferred on December 29, 2021, after the consideration of RMB110 million was fully received on December 20, 2021. The buyer is Quanzhou Tian Yu Investment Limited. For the information about disposing of subsidiaries, please refer to Note 6(19).
-
Sansda (Hong Kong) Trading Co., Ltd. (Hong Kong S ansda Trading) was established in Hong Kong in July 2012, mainly engaging in the trading of bulk chemical raw materials.
-
Fujian Sansd Recycling Co., Ltd. (Recycling Sansd) was established on October 25, 2021 in Jinjiang City, Fujian Province, PRC, mainly engaging in the processing of renewable resources, recycling (other than the old and waste productive metals), sales, and engaging in investment activities with self-owned funds. To restructure the organization in the Group, the Company and the subsidiaries established Fujian Sansd Recycling Co., Ltd. via the subsidiary, Hong Kong Sansd Limited on October 25, 2021; the registered capital is RMB10,000 thousand. On October 29, 2021, the board of directors approved that the subsidiary, Hong Kong Sansd Limited, to sell 100% stake of the subsidiary, Jiangsu Sansda Environmental Technology Ltd. to the subsidiary,Fujian
-
33-
Sansd Recycling Co., Ltd. The total transaction amount was RMB72,593 thousand.
(VI) Property, plant and equipment
January 1 to December 31, 2021
| Cost | Cost | Buildings and construction |
Buildings and construction |
Machines and equipment |
Machines and equipment |
Transportation equipment |
Office equipment |
Unfinished construction and equipment pending acceptance |
Total |
|---|---|---|---|---|---|---|---|---|---|
| $ 111,142 - - ( 100,142 ) ( 685 ) $ 10,315 $ 81,687 364 - ( 72,270 ) ( 502 ) $ 9,279 $ 26,706 - ( 25,921 ) ( 164 ) $ 621 $ 415 Office equipment |
$ 73,701 ( 18,356) - ( 54,229 ) ( 504 ) $ 612 $ - - - - - $ - $ 15,785 - ( 15,688 ) ( 97 ) $ - $ 612 Unfinished construction and equipment pending acceptance |
$ 6,531,677 42,126 ( 2,782 ) ( 1,258,394 ) ( 40,158 ) $ 5,272,469 $ 2,164,314 156,506 ( 2,503 ) ( 414,274 ) ( 12,933 ) $ 1,891,110 $ 1,952,102 ( 161 ) ( 299,755 ) ( 12,033 ) $ 1,640,153 $ 1,741,206 Total |
|||||||
| Balance as of January 1, 2021 Addition Disposal Disposal of subsidiary Net exchange difference Balance as of December 31, 2021 Accumulated depreciation |
|||||||||
| Balance as of January 1, 2021 Depreciation expense Disposal Disposal of subsidiary Net exchange difference Balance as of December 31, 2021 Accumulated impairment |
|||||||||
| Balance as of January 1, 2021 Disposal Disposal of subsidiary Net exchange difference Balance as of December 31, 2021 Net amount, as of December 31, 2021 January 1 Cost |
|||||||||
Cost |
Buildings and construction |
Machines and equipment |
|||||||
| $ 5,368,495 30,708 - 87,474 $ 5,486,677 $ 1,299,388 172,092 - 25,022 $ 1,496,502 |
$ 754,587 22,050 - 12,434 $ 789,071 $ 458,097 55,995 - 8,714 $ 522,806 |
$ 71,213 293 ( 1,519 ) 1,099 $ 71,086 $ 63,335 369 ( 1,367 ) 982 $ 63,319 |
$ 109,250 132 ( 17 ) 1,777 $ 111,142 $ 76,744 3,613 ( 15 ) 1,345 $ 81,687 |
$ 107,369 ( 35,267 ) - 1,599 $ 73,701 $ - - - - $ - |
$ 6,410,914 17,916 ( 1,536 ) 104,383 $ 6,531,677 $ 1,897,564 232,069 ( 1,382 ) 36,063 $ 2,164,314 |
||||
| Balance as of January 1, 2020 Addition Disposal Net exchange difference Balance as of December 31, 2020 Accumulated depreciation |
|||||||||
| Balance as of January 1, 2020 Depreciation expense Disposal Net exchange difference Balance as of December 31, 2020 Accumulated impairment |
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| Balance as of January 1, 2020 Impairment loss Net exchange difference Balance as of December 31, 2020 Net amount, as of December 31, 2020 |
Buildings and construction |
Machines and equipment |
Transportation equipment |
Transportation equipment |
Office equipment |
Unfinished construction and equipment pending acceptance |
Unfinished construction and equipment pending acceptance |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 1,170,682 623,434 23,314 $ 1,817,430 $ 2,172,745 |
$ - 90,645 625 $ 91,270 $ 174,995 |
$ - 905 6 $ 911 $ 6,856 |
$ 24,739 1,554 413 $ 26,706 $ 2,749 |
$ 7,068 8,543 174 $ 15,785 $ 57,916 |
$ 1,202,489 725,081 24,532 $ 1,952,102 $ 2,415,261 |
|||||||
For 2020, the Company and the subsidiaries evaluated that the asset values are signaled impairments due to the material operating losses. The Company and the subsidiaries determined the recoverable amount based on the asset appraisal reports issued by independent experts. The recoverable amounts of partial property, plant and equipment are lower than their book value; therefore the subsidiary, Sansd (Fujian) Plastic Co., Ltd. and Sansda (Jiangsu) Environmental Technology Co. Ltd. recognized an impairment loss of NT$725,081 thousand in total at the end of 2020, and listed under the operating costs and operating expenses of the consolidated statement of comprehensive income. The asset appraisal reports issued by independent experts applied the cost method for appraisal, and were classified as the Level 3 fair value measurement.
The Company and the subsidiaries provide the depreciation of property, plant and equipment on a straight line based, with the following service lives:
| following service lives: | |
|---|---|
| Buildings and construction | |
| Main buildings of plant | 20 years |
| Solidification of plant bases | 5 years |
| Machines and equipment | 5-10 years |
| Transportation equipment | 5 years |
| Office equipment | 5 years |
The Company and the subsidiaries engaged in the material investments - acquisition of property, plant and equipment- that affected the cash and non-cash items at the same time in 2021 and 2020; the cash outflows are as below:
2021 2020
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| Increase in property, plant and equipment Decrease (increase) in equipment payable Cash payment |
2021 $ 42,126 - $ 42,126 |
2020 | ||
|---|---|---|---|---|
| $ 17,916 178 $ 18,094 |
The Company and the subsidiaries have created mortgage as the collateral of borrowings for property, plant and equipment; please refer to Note 8 for such amounts.
(VII) Right-of-use assets
Right-of-use assets |
||||
|---|---|---|---|---|
| Book value of the right-of-use assets Land Amortized expenses of the right-of-use assets Land |
December 31, 2021 $ 612,416 2021 $ 20,698 |
December 31, 2020 |
||
| $ 803,117 2020 |
||||
| $ 22,825 |
The right-of-use assets are the right-of-use for the subsidiaries’ lands in Mainland China.
The land of the subsidiary, Fujian Sansd Plastic, was acquired in the previous year with RMB81,446 thousand. Additionally, in September 2011, to expand the plant, the right-of-use of the lands near the original plant location was acquired from Jiangtou Hui Nationality Villagers’ Committee, Chendai Town, Jinjiang City with RMB126,040 thousand, for building new plants and production lines. For the aforesaid right-of-use of lands, the PRC land right-of-use certificates were obtained, with 50 years for economic benefit duration. The right-of-use certificates expire from December 2056 to June 2064.
The subsidiary, Jiangsu Sansda Environmental Technology Ltd., in 2010 acquired 150 acres (145 acres of which with the PRC land right-of-use certificate obtained) from the Jurong Economic Development Zone of Jiangsu Province for the plant construction
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purpose with RMB58,609 thousand (land taxes and dues included). The outstanding payment of RMB830 thousand was listed under Other payables. In addition, in 2015, the subsidiary also acquired 2 acres from the National Land Resource Bureau, Jurong City, Jiangsu Province with RMB391 thousand (land taxes and dues included); the land right-of-use certificates were obtained. The aforesaid lands are with 50 years for economic benefit duration. The right-of-use certificates expire from June 2062 to August 2065.
For 2020, the Company and the subsidiaries evaluated that the asset values are signaled impairments due to the material operating losses. The Company and the subsidiaries determined the recoverable amount based on the asset appraisal reports issued by independent experts. The recoverable amounts of partial right -of-use lands are lower than their book value; therefore the subsidiary, Sansd (Fujian) Plastic Co., Ltd. and Sansda (Jiangsu) Environmental Technology Co. Ltd. recognized an impairment loss of NT$101,857 thousand in total at the end of 2020, and listed under the operating costs and operating expenses of the consolidated statement of comprehensive income. The asset assessment reports issued by independent experts applied the method of referring to the similar properties for comparison, and were classified as the Level 3 fair value measurement.
The Company and the subsidiaries have created mortgage as the collateral of borrowings for right-of-use lands; please refer to Note 8 for such amounts.
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(VIII) Investment property
Buildings and construction
| Buildings and construction |
||
|---|---|---|
| 2021 Cost Balance as of January 1, 2021 Net exchange difference Balance as of December 31, 2021 Accumulated depreciation Balance as of January 1, 2021 Depreciation expense Net exchange difference Balance as of December 31, 2021 Balance as of December 31, 2021 2020 Cost Balance as of January 1, 2020 Net exchange difference Balance as of December 31, 2020 Accumulated depreciation Balance as of January 1, 2020 Depreciation expense Net exchange difference Balance as of December 31, 2020 Balance as of December 31, 2020 |
( ( |
$ 510,486 3,147) $ 507,339 $ 391,615 28,208 2,341) $ 417,482 $ 89,857 Buildings and construction |
| $ 502,328 8,158 $ 510,486 $ 357,355 27,822 6,438 $ 391,615 $ 118,871 |
The aforesaid investment properties are leasing plants and offices to related parties. Please refer to Note 7 for the leasing status.
The Company and the subsidiaries provide the depreciation of investment properties on the straight line based, with 20-year service lives.
The fair value of the investment properties of Company and the subsidiaries on December 31, 2021 and 2020 was NT$190 million and NT$170 million, respectively.
- 38-
The fair values on December 31, 2021 and 2020 are referred to the asset assessment reports issued by independent experts.
(IX) Short-term loans
| Short-term loans | ||||
|---|---|---|---|---|
| Secured borrowings Bank borrowings Range of annual interest rate (%) |
December 31, 2021 $- - |
December 31, 2020 |
||
| $ 188,340 4.35 |
Please refer to Note 8 for the collaterals of the secured borrowings.
(X)Accounts payable
Accounts payable Incurred from operation Other payables Payroll and bonus payable Payable on equipment Payables of right-of-use of lands (Note 6(7)) Others |
December 31, 2021 $ 101,658 December 31, 2021 $ 28,719 326 - 15,145 $ 44,190 |
December 31, 2020 |
||
|---|---|---|---|---|
| $ 232,502 December 31, 2020 |
||||
| $ 34,006 13,820 3,636 29,017 $ 80,479 |
(11) Other payables
(XII) Post-employment benefits plan
The subsidiaries, Fujian Sansd Plastic and Jiangsu Sansda Environmental Technology Ltd. have to contribute 24% of the local standard labor wages as the pensions to the local government pursuant to the local regulations; of which, 16% is provided by the companies, and 8% is provided by the employees. For the pensions borne by the Company at each period, please refer to Note 6(15).
- 39-
(XIII) Equity
1. Share capital
Common stock
Unit: thousand shares/ NT$ thousand
| Authorized number of shares Authorized share capital Number of shares issued with full payment Issued share capital |
December 31, 2021 360,000 $ 3,600,000 268,955 $ 2,689,547 |
December 31, 2020 |
||
|---|---|---|---|---|
| 360,000 $ 3,600,000 268,955 $ 2,689,547 |
The issued common shares have the par value of NT$10, entitled for one voting right and receiving dividends.
2. Capital surplus
Changes of each capital surplus are as follows:
Balance as of January 1, 2021 Remuneration cost of employee stock options (Note 6(18)) Balance as of December 31, 2021 Balance as of January 1, 2020 Remuneration cost of employee stock options (Note 6(18)) Balance as of December 31, 2020 |
Premium of share issuance may be applied to offset deficits, distribute cash, or replenish share capital (Note 1) Only offsetting deficits is permitted (Note 2) $2,959,612 $ 1,534 - - $2,959,612 $ 1,534 $2,959,612 $ 1,534 - - $2,959,612 $ 1,534 |
Premium of share issuance may be applied to offset deficits, distribute cash, or replenish share capital (Note 1) Only offsetting deficits is permitted (Note 2) $2,959,612 $ 1,534 - - $2,959,612 $ 1,534 $2,959,612 $ 1,534 - - $2,959,612 $ 1,534 |
Employee stock options Not to be used in any way (Note 3) $ 67,621 2,945 $ 70,566 $ 53,472 14,149 $ 67,621 |
Total | |
|---|---|---|---|---|---|
| may be applied to offset deficits, distribute cash, or replenish share capital (Note 1) $2,959,612 - $2,959,612 $2,959,612 - $2,959,612 |
|||||
| $3,028,767 2,945 $3,031,712 $3,014,618 14,149 $3,028,767 |
Note 1: Such capital surplus may be used to offset deficits, or distributed for cash, or replenish the share capital if no deficit. However, for replenishing the share capital, only
- 40-
a certain percentage of the paid-in capital is allowed every year. Including
-
Note 2: Such capital surplus is the reserve of partial issued shares for the employee share subscription warrant as remunerations, pursuant to the Company Act of ROC, when conducting capital increase in cash.
-
Note 3: Capital surplus - employee stock warrants are not used in any way.
-
Retained earnings and dividend policy
Pursuant to the earning distribution policy in the Articles of Incorporation, where there are earnings after the annual settlement, firstly all the levies and taxes are paid and the accumulated deficits are offset, and after the legal reserve (not applicable when the total legal reserve already reaches the total paid-in capital of the Company) and special reserve as required by the regulations for the TWSE and TPEx listed companies, with the resolution of a regular shareholders’ meeting, dividends and bonus may be distributed to shareholders based on their shareholding percentage from no less than 10% of the remaining distributable earnings of the current year. Of which, the amount of cash dividends shall not be lower than 10% of the sum of the dividends and bonus distribution. The Company may, pursuant to the Articles of Incorporation, resolving in a regular shareholders ’ meeting, use the legal reserve to offset the deficits; when there is no deficit, 25% of the excessive legal reserve over the paid -in capital may be distributed in cash, other than replenishing the share capital.
The Company provides and reverses the special reserve pursuant to the Letter Jin-Guan-Zheng-Fa-Zi No. 1010012865 and “Q&A for Applications of Providing Special Reserve after Adopting International Financial Reporting Standards (IFRSs). ”
The Company resolved the proposal to offset deficits of 2020, and reversal of special reserve for NT$97,388 thousand in the shareholders’ meeting on August 18, 2021.
- 41-
The Company resolved the proposal to offset deficits of 2019, and reversal of special reserve for NT$256,885 thousand in the shareholders’ meeting on June 15, 2020.
- Financial statements translation differences of foreign operations
| Opening balance Financial statements translation differences of foreign operations Balance at the end of the period |
2021 ($ 619,597 ) ( 36,937) ($ 656,534) |
2020 |
|---|---|---|
| ($ 716,985 ) 97,388 ($ 619,597) |
In 2021 and 2020, because the exchange rate between RMB, the functional currency for financial statements, and NTD, the currency for financial statement reporting, changed from NT$4.38 and NT$4.31 at the beginning to NT$4.35 and NT$4.38 at the ending, the amount directly recognized as the shareholder ’s equity adjustment decreased by NT$36,937 thousand and increased by NT$97,388 thousand, respectively.
(XIV)Revenue
1. Balance of contracts
| Notes and accounts receivable (Note 6(3)) |
December 31, 2021 $ 106,013 |
December 31, 2020 |
December 31, 2020 |
January 1, 2020 |
|
|---|---|---|---|---|---|
| $ 289,621 | $ 292,879 |
2. Details of income from customers’ contracts
2021
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Income type Revenue from product sales Lease income 2020 Income type |
Reporting segment | Others | Total | ||||
| Fujian Sansd | Jiangsu Sansda | ||||||
| $ - - $ - Others |
$1,079,616 27,482 $1,107,098 Total |
||||||
| Fujian Sansd | Jiangsu Sansda | ||||||
- 42-
| Revenue from product sales Lease income |
Reporting segment | Reporting segment | Reporting segment | Others $ - - $- |
Total | ||
|---|---|---|---|---|---|---|---|
| Fujian Sansd | Jiangsu Sansda | ||||||
| $ 602,854 18,967 $ 621,821 |
$ 386,336 - $ 386,336 |
$ 989,190 18,967 $ 1,008,157 |
(XV) Net loss before tax
Net loss before tax includes the following:
1. Interest income
| Interest income | ||||
|---|---|---|---|---|
| Bank deposits Financial assets measured at amortized cost |
2021 $ 3,516 28,778 $ 32,294 |
2020 | ||
| $ 3,712 28,907 $ 32,619 |
2. Other income
| Other income | ||||
|---|---|---|---|---|
| Stipends income Others |
2021 $ - 687 $ 687 |
2020 | ||
| $ 13,782 492 $ 14,274 |
The stipends income are the incentive stipends from Jiangsu Jurong Economic Development Zone Development and Construction Corporation to the subsidiary, Jiangsu Sansda Environmental Technology Ltd. for their contributions to the regional economic development.
3. Other gains and losses
| Other gains and losses | |||
|---|---|---|---|
| Net foreign exchange gains (losses) Others |
2021 ($ 24 ) 735) $ 759 ) |
2020 | |
( ( |
($ 20 ) ( 2,314) ($ 2,334 ) |
4. Finance cost
| Finance cost | ||||
|---|---|---|---|---|
| Interest on bank borrowings |
2021 $ 8,869 |
2020 | ||
| $ 8,115 |
- Loss from impairment of non-financial assets
2021 2020
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| Property, plant and equipment Right-of-use assets Aggregated by function Operating costs Operating expenses |
2021 $ - - $ - $ - - $ - |
2020 | ||
|---|---|---|---|---|
| $ 725,081 101,857 $ 826,938 $ 287,253 539,685 $ 826,938 |
6. Depreciation and amortization
| Property, plant and equipment Right-of-use assets Investment property Depreciation expenses aggregated by the functions Operating costs Operating expenses Employee benefits expense Short-term employee benefits Post-employment benefits (Note 6(12)) Definite contribution plan Share-based payment (Note 6(18)) Aggregated by function Operating costs Operating expenses |
2021 $ 156,506 20,698 28,208 $ 205,412 $ 130,501 74,911 $ 205,412 2021 $ 276,785 11,434 288,219 2,945 $ 291,164 $ 187,866 103,298 $ 291,164 |
2020 | ||
|---|---|---|---|---|
| $ 232,069 22,825 27,822 $ 282,716 $ 185,285 97,431 $ 282,716 2020 |
||||
| $ 218,494 1,216 219,710 14,149 $ 233,859 $ 119,250 114,609 $ 233,859 |
7. Employee benefits expense
The Company provides the employees’ and directors’ remunerations as much as no less than 2% and no more than 1% of the profit before tax and distribution of employees ’ and directors’ remunerations of the year, respectively. The Company recorded net loss before tax in 2021 and 2020, and thus no employees’ and directors’ remunerations were estimated.
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For the information of the resolved employees’ and directors’ remunerations by the board of directors, please visit “MOPS” of TWSE to inquire.
8. Foreign exchange gains (losses)
| Total foreign exchange gains Total foreign exchange losses Net exchange gains (losses) |
2021 $ 1,874 ( 1,898) ($ 24) |
2020 | |
|---|---|---|---|
( ( |
$ 6,411 6,431) $ 20) |
(XVI) Income Tax
1. Income tax recognized as loss and profit
The reconciliation between the accounting income and income tax expenses is as below:
| penses is as below: | ||
|---|---|---|
| Net loss before tax from continuing operations Income tax gain calculated based on net loss before tax and statutory tax rate Expenses not to be deducted when determining taxes Deductibles for loss not recognized Temporary difference not recognized |
2021 ($ 460,921) ( 169,051) 1,682 200,191 (32,822) $- |
2020 |
| ($ 1,312,802) ( 309,903) 10,723 118,334 180,846 $- |
The Company, the subsidiaries BVI Sansda and Hong Kong Sansd Limited are exempted from the income tax of profit seeking enterprises pursuant to their respective local laws. Additionally, the subsidiary, Hong Kong Sansd Limited estimated the dividend income from the remitted earnings of subsidiaries in China; pursuant to the regulations of PRC, the 10% withholding tax rate is applicable, and the related deferred income tax liability was recognized.
The subsidiary, Hong Kong Sansda Trading has no operating activities in Hong Kong, and thus no tax payable pursuant to regulations in Hong Kong.
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The subsidiaries, Fujian Sansd Plastic, Jiangsu Sansda Environmental Technology Ltd., and Fujian Sansd Recycling Co., Ltd. have the applicable tax rate of 25% pursuant to the “Law of the People’s Republic of China on Enterprise Income Tax.”
2. Deferred income tax liabilities
Changes in the deferred income tax liabilities are as below:
2021
| 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred income tax liabilities: |
Beginning balance |
Recognized as loss and profit |
Net exchange difference |
Balance at the year end |
|||||||
| $ | $- Recognized as loss and profit |
($ 384) Net exchange difference $ 996 |
$ 61,933 Balance at the year end |
||||||||
| Temporary difference Outward remittance of earnings in China 10% of dividend as tax 2020 Deferred income tax liabilities: |
|||||||||||
| $ 61,321 | $- | $ 62,317 | |||||||||
| Temporary difference Outward remittance of earnings in China 10% of dividend as tax |
- Unused loss deductibles and temporary difference deductible of the deferred income tax assets not recognized in the consolidated balance sheet
| Loss deductibles Due in 2021 Due in 2022 Due in 2023 Due in 2024 Due in 2025 Due in 2026 Deductible temporary differences |
2021 $ - - 409,885 414,695 345,722 802,883 $ 1,973,185 $ 1,421,404 |
2020 |
|---|---|---|
| $ 76,128 79,786 514,900 595,618 473,344 - $ 1,739,776 $ 1,910,571 |
4. Information related to unused credit for loss
As of December 31, 2021, the information related to credit for loss is as
follows:
- 46-
| Uncredited balance $ 409,885 414,695 345,722 802,883 $ 1,973,185 |
Last year credited |
|---|---|
| 2023 2024 2025 2026 |
(XVII) Loss per share
The number of shares applied by the Company to calculate the loss per share and common share weighted average number is as below:
| below: | ||||||
|---|---|---|---|---|---|---|
| Net loss of the period Number of Shares Number of weighted average common shares |
2021 460,921) Unit: 2021 268,955 |
2020 | ||||
| $ | ($1,312,802) thousand shares 2020 |
|||||
| 268,955 |
Since the net loss before tax was generated in 2021 and 2020, the potential common shares with diluting effect are not included.
Where the Company and the subsidiaries may opt to distribute the employees’ remunerations in cash or shares, the employees’ remunerations are assumed to be distributed in shares when calculating the diluted earnings per share, and counted in the weighted average outstanding share if such potential common shares may dilute, to calculate the diluted earnings per share. When calculating the diluted earnings per share before resolving the employees’ remuneration in the next year, the diluting effect of such potential common shares will be taken into account, too.
- 47-
- (XVIII) Agreement of share based payment
In April 2018, the Company granted 20,000 units to the employees as the share subscription warrants, and each unit may subscribe 1,000 common shares. The employees of the Company and the subsidiaries qualifying certain criteria are entitled to receive such. The duration of the warrants is 10 years. The holder of the certificate may exercise the granted share subscription warrants at a certain percentage after two full years from the issuance. The exercise price of the warrants is NT$11.2, the closing price of the Company’s common share on the issuance date. Once the warrants were issued, shall there be any change in the Company’s common shares, the exercise price of the warrants will be adjusted with the prescribed formula.
Information related to the employee stock warrants is as follows:
| follows: | |||
|---|---|---|---|
| Employee stock options Cumulative granted Outstanding at the end of the period Executable at the end of the period Weighted average fair value of the cumulated granted stock warrants (NT$) |
2021 and 2020 | ||
| Unit (thousand) 20,000 20,000 17,896 $ 3.65 |
Weighted average exercise price (NT$) |
||
| $ 11.2 11.2 |
In 2021 and 2020, the recognized remuneration costs were NT$2,944 thousand and NT$14,149 thousand, respectively.
(XIX) Disposals of subsidiaries
The Company entered the agreement to sell Sansda (Jiangsu) Environmental Technologies Limited (hereafter “Sansda Jiangsu”) on November 16, 2021. The total proceed from the sales, RMB110 million were received on December 20, 2021, and the disposal was completed on December 29, 2021; the Company lost the control over Sansda Jiangsu. Pursuant to the sales agreement, the borrowing
- 48-
balance of Sansda Jiangsu owed Sansd (Hong Kong) Co., Ltd., NT$42,770 thousand, was assumed by Fujian Sansd Recycling Co., Ltd.
- Analysis of lost controlled assets and liabilities at the date of losing control
| losing control | ||
|---|---|---|
| Current assets Cash and cash equivalents Notes receivable Accounts receivable, net Accounts receivable -- related parties Other receivables Inventories Advance for goods Prepayments Non-current assets Net fixed assets Right-of-use assets, net Refundable deposit Current liabilities Short-term loans Other short-term borrowings Accounts payable Other payables Payable on equipment Other current liabilities Non-current liabilities Long-term loans Disposed net assets Gains from disposal of subsidiary Consideration received Liability assumed Disposed net assets Effects of changes in foreign exchange rates Gain (loss) of disposal |
Sansda Jiangsu Company |
|
| $ 43,685 136,545 38,871 2,489 411 238,482 47,214 8,987 544,365 164,996 2,002 ( 108,825 ) ( 169,079 ) ( 233,997 ) ( 213,404 ) ( 13,678 ) ( 28,726 ) ( 213,297 ) $ 247,041 Sansda Jiangsu Company |
||
( ( ( |
$ 478,830 186,178) 247,041) 121) $ 45,490 |
-
Gains from disposal of subsidiary
-
Net cash inflow from the disposal of subsidiary
-
49-
| Consideration received Less: Cash and cash equivalents of disposal Net cash inflow |
Sansda Jiangsu Company |
Sansda Jiangsu Company |
|---|---|---|
( |
$ 478,830 43,685) $ 435,145 |
(XX) Capital risk management
The Company and the subsidiaries conduct the capital management, to ensure that each entity in the Group optimizes their liabilities and equity balance with the premise of going concern, for maximizing the shareholders’ return.
The capital structure of the Company and the subsidiaries consists of the net liabilities (borrowings less cash) of the Company and the subsidiaries and the equity attributed to the owners of the Company (i.e., share capital, capital surplus, retained earnings, and other equity items).
The Company and the subsidiaries are not required to observe other external capital requirements.
(XXI) Financial instruments
- Fair value information - financial instruments not measured at fair value
The Company and the subsidiaries’ management believes that the book values of the financial assets and financial liabilities not measured at fair value are approximate to their fair values.
- Types of financial instrument
| Types of financial instrument | ||
|---|---|---|
| Financial Assets Measured at amortized cost (Note 1) Financial Liabilities Measured at amortized cost (Note 2) |
December 31, 2021 $ 2,928,304 145,848 |
December 31, 2020 |
| $ 2,907,045 660,937 |
-
50-
-
Note 1: The balance includes cash, financial assets measured at amortized cost, notes and accounts receivable, other receivables, and refundable deposit, among other financial assets measured at amortized cost.
-
Note 2: The balance includes the short-term borrowings, accounts payable, other payables, and long-term borrowings, among other financial liabilities measured at amortized cost.
-
Purpose and policy of financial risk management
-
The major financial instruments of the Company and the
-
subsidiaries include cash, notes and accounts receivable, accounts payable, and other payables and borrowings. The finance departments of the Company and the subsidiaries provide services to each sales department, and oversee and manage the financial risks related to the operations of the Company and the subsidiaries based on the internal risk reports analyzing exposures by the level and width of risks. Such risks include market risks (including exchange and interest rate risks), credit risks and liquidity risks.
The finance departments regularly report to the Company and the subsidiaries’ management.
- (1) Market risk
The major financial risks from operating activities of the Company and the subsidiaries are the changing foreign exchange rate risks (see paragraph A below) and the changing interest rate risks (see paragraph B below).
- A Foreign exchange rate risk
Please refer Note 12(2) for the book values of the monetary assets and monetary liabilities denominated in non-functional currencies (including the written-off monetary items denominated in non-functional currencies in the consolidated financial statements) of the Company and the subsidiaries on the balance sheet date.
- 51-
Sensitivity Analysis
The Company and the subsidiaries are mainly affected by the USD fluctuations.
When the exchange rate between RMB (the functional currency) and USD increases or decreases 1%, the sensitivity analysis of the Company and the subsidiaries is shown as below: The sensitivity analysis only includes the outstanding monetary items in foreign currencies, and adjusted by 1% of the exchange rate change at the ending translation. The scope of the sensitivity analysis includes bank deposits.
When RMB appreciates/depreciates 1% to USD, the net loss before tax in 2021 and 2020 of the Company and the subsidiaries would increase NT$2 thousand and NT$2 thousand, respectively.
B Interest rate risk
The book values of the financial assets and liabilities exposed to the interest rates of the Company and the subsidiaries on the balance sheet date are as follows:
| With cash flow interest rate risk Financial Assets Financial Liabilities |
December 31, 2021 $ 1,512,495 - |
December 31, 2020 $ 1,296,326 188,340 |
|---|---|---|
Sensitivity Analysis
The following sensitivity analysis is determined based on the interest rate exposure of the non-derivative instrument on the balance sheet date. For the assets and liabilities with floating interest rates, the analysis approach is to assume the amount of outstanding assets and liabilities on the balance sheet date would be outstanding during the reporting period.
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If the annual interest rate increases/decreases by 1%, with all other variables staying unchanged, net loss before tax in 2021 and 2020 of the Company and the subsidiaries would decrease NT$15,125 thousand and NT$11,080 thousand, respectively, mainly due to the exposures of the Company and the subsidiaries’ bank deposits and borrowings with floating interest rates.
(2) Credit risk
Credit risk refers to the risk where the counterparty defaults its contractual obligations and results in the financial loss sustained by the Group. As of the balance sheet date, the maximum credit risk exposure of the Company and the subsidiaries resulting from the default of a counterparty mainly comes from the book value of financial assets recognized in the consolidated balance sheet.
The policy taken by the Company and the subsidiaries is only engaging in transactions with counterparties with good reputation, and obtained collaterals with full amount when necessary, to reduce the risks of financial loss due to overdue payment. The Company and the subsidiaries use other publicly available financial information, and the transaction records with each other, to rate the major customers. The total amount of transactions is diversified to the customers with qualified credit ratings, while reviewing and approving the credit limits to counterparties regularly, to control the credit exposures.
The counterparties of the accounts receivable include many customers, and thus the concentration of the credit risk is rather low; the Company and the subsidiaries continue to assess the financial positions of the customers with accounts receivable.
-
(3) Liquidity risk
-
53-
The Company and the subsidiaries fund the Group’s operations and lower the impacts from fluctuations of cash flows by managing and maintaining enough cash positions. The Company and the subsidiaries’ management oversee the utilization of the credit facilities from banks, and ensure compliance with the terms of borrowing contracts.
Bank borrowings are a key liquidity source for the Company and the subsidiaries. For the credit facilities with banks not yet drawdown of the Company and the subsidiaries, please refer to the description of the credit facilities in paragraph B below.
A Liquidity and interest rate risks schedule of the non-derivative financial liabilities
The analysis of the expiration of remaining contracts of the non-derivative financial liabilities is prepared based on the earliest date to be requested for repayment of the Company and the subsidiaries, and the prepared with the undiscounted cash flow of the financial liabilities (including principals and estimated interests).
The analysis of the expiration of remaining contracts of the non-derivative financial liabilities of the Company and the subsidiaries is prepared based on agreed repayment due dates.
The cash flow of the interest paid at the floating interest rate, the undiscounted interest amount is estimated based on the interest rate on the balance sheet date.
| Within 3 months |
3 months to 1 year |
1-5 years |
|---|---|---|
December 31, 2021 Non-derivative financial liabilities Liabilities without interest $ 145,522 $ 326 $ -
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| Instruments with floating interest December 31, 2020 Non-derivative financial liabilities Liabilities without interest Instruments with floating interest |
Within 3 months - $ 145,522 $ 259,441 1,805 $ 261,246 |
3 months to 1 year - $ 326 $ 213,156 190,311 $ 403,467 |
1-5 years | ||
|---|---|---|---|---|---|
- $ - $ - - $ - |
The aforesaid floating interest rate amount of the non-derivative financial liabilities is subject to change when the floating interest rate differs from the estimated interest rate on the balance sheet date.
B Financing limits
Unit: RMB Thousand
| Secured bank borrowing limit Amount drawdown Amount not yet drawdown |
December 31, 2021 $ - - $ - |
December 31, 2020 $ 43,000 57,381 $ 100,381 |
|---|---|---|
(4) Information of transferred financial assets
A Assigned note receivables not yet derecognized
The Company and the subsidiaries assigned some of the banker’s acceptance receivables from Mainland China assigned to the suppliers with endorsement as the payment of goods; if the banker ’s acceptance receivables cannot be collected when due, the assignees are entitled to request the Company and the subsidiaries to repay the
- 55-
outstanding balance. Therefore, the Company and the subsidiaries have not transferred the material risks and rewards of such banker’s acceptance receivables, and these banker’s acceptance receivables are recognized continuously.
As of December 31, 2021 and 2020, the book value of the assigned note receivables not yet derecognized were NT$0 thousand and NT$66,097 thousand, respectively.
B Assigned note receivables derecognized.
The Company and the subsidiaries assigned some of the banker’s acceptance receivables from Mainland China assigned to the suppliers with endorsement as the payments to accounts payables. As virtually all the risks and rewards of such notes have been transferred, the Company and the subsidiaries derecognized the assigned banker’s acceptance receivables and corresponding accounts payables. Provided, if such derecognized banker’s acceptances cannot be cashed when due, the suppliers are still entitled to request the Company and the subsidiaries to repay, and thus the Company and the subsidiaries still engage in such notes.
The exposed amount of the maximum loss in the derecognized banker’s acceptances engaged in by the Company and the subsidiaries continuously is the face values of the banker’s acceptances assigned but not yet due. As of December 31, 2021 and 2020, such amounts were NT$0 thousand and NT$13,399 thousand. The notes will be due within six months after the date of the balance sheet. Considering the credit risks of the derecognized banker’s acceptances, the Company and the subsidiaries assessed that the fair value of the continual engagement is not material.
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During 2021 and 2020, the Company and the subsidiaries did not recognize any loss and profit when assigning banker’s acceptance receivables, and nor recognized any loss and profit from the continual engagement in such notes in this period and accumulations.
VII. Related-party transactions
The transactions, balances in accounts, income and expenses between the Company and the subsidiaries have all been offset when consolidating, and thus not disclosed in the note. The transactions with other related parties are as follows:
(I) Related parties’ names and relationships
| Name of the related party Jin Fa Da (Fujian) Shoe Plastic Limited Fujian Wan Kai Shoe Industry Limited Ting, Chin-Tsao Ting, Chih-Meng Ting, Chih-Wei Ting, Chin-Ti |
Relationship with the Company and the subsidiaries |
|---|---|
| Other related parties (the person in charge in a relative within 2nd kinship with the chairman) Other related parties (its chairman is the supervisor of the subsidiary, Fujian Sansd Plastic) The Company’s chairman The Company’s general manager Director of the subsidiary, Fujian Sansd Plastic Supervisor of the subsidiary, Fujian Sansd Plastic |
-
(II) Operating lease
-
The subsidiary, Fujian Sansd Plastic entered a lease contract of plant and office as a lessor, and the lease contract of land and plant as a lesser. The lease period expired at the end of December 2021. The rents were based on the leased space and the agreement between the parties. The rent income for the year of 2021 and 2020 were NT$16,050 thousand and NT$15,832 thousand, respectively, and listed under the lease income. The rent expenditures for the year of 2021 and 2020 were NT$16,050 thousand and NT$15,832 thousand, respectively, and listed under the operating costs.
-
57-
-
The subsidiary, Fujian Sansd Plastic entered a plant leasing contract with Fujian Wan Kai Shoe Industry Limited, and the lease expires at the end of August 2022. The rents were based on the leased space and the agreement between the parties. The rent income for the year of 2021 and 2020 were NT$311 thousand and NT$610 thousand, respectively, and listed under the lease income.
(III) Others
The subsidiary, Fujian Sansd Plastic provides accommodations (listed under property, plant and equipment) to the directors and supervisors to use. The book values on December 31, 2021 and 2020 were NT$2,412 thousand and NT$2,897 thousand, respectively.
(IV) Borrowings form related parties
| Other short-term borrowing -- related parties Ting, Chin-Tsao |
December 31, 2021 $ - |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|
| $ 159,616 |
The subsidiary, Jiangsu Sansda Environmental Technology has borrowed money from Ting, Chin-Tsao since March 2020, with the agreed duration until March 15, 2022. No interest and collateral were required.
(V) Rewards to the major management
The total remunerations to the directors and other major management in 2021 and 2020 are as follows:
| Short-term employee benefits Share-based payment |
2021 $ 12,635 2,474 $ 15,109 |
2020 | ||
|---|---|---|---|---|
| $ 13,984 11,886 $ 25,870 |
VIII. Pledged assets
The Company and the subsidiaries provide the following assets as the collaterals for the financing and payment to suppliers:
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| Notes receivable Property, plant and equipment - houses and buildings Right-of-use assets - right-of-use of lands |
December 31, 2021 $ - - - $- |
December 31, 2020 |
||
|---|---|---|---|---|
| $ 66,097 291,527 169,643 $ 527,267 |
IX. Significant matters of unrecognized contract commitments
The contract commitments not recognized by the Company and the subsidiaries are as follows:
| subsidiaries are as follows: | |||
|---|---|---|---|
| Purchase of property, plant and equipment |
December 31, 2021 $ - |
December 31, 2020 |
|
| $ 1,014 |
X. Losses due to major disasters : none
XI. Significant events after the balance sheet date: none
XII. Others
- (I) The Company and subsidiaries were affected by the global pandemic of COVID-19, the subsidiaries, Fujian Sansd Plastic and Jiangsu Sansda Environmental Technology delayed to resumed production, and orders were impacted as well; therefore, the 2020 consolidated operating revenue was decreased significantly. As the pandemic slowed down, the Company and the subsidiaries’ operations also have been normalized.
The Company and subsidiaries have incorporated the economic impacts from the COVID-19 pandemic into the considerations for the material accounting estimates based on the information available on the balance sheet date. Please refer to the description in Note 5 and Note 6(4).
(II) Information of financial assets and liabilities in foreign currencies with material influences
The following information is expressed in the foreign currencies other than the Company and the subsidiaries’ functional
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currency for each entity. The disclosed exchange rate refers to the exchange rate to translate such currencies to the functional currency. Information of financial assets and liabilities in foreign currencies with material influences of the Company and the subsidiaries is as below:
Unit: US$ thousand/NT$ thousand/ Exchange rate NT$
December 31, 2021 Financial assets of Monetary items USD December 31, 2020 Financial assets of Monetary items USD |
Foreign currency $ 6 8 |
Exchange rate | Book value |
|---|---|---|---|
6.38 (USD:RMB) 6.52 (USD:RMB) |
$ 171 239 |
The Company and the subsidiaries mainly assume the foreign exchange risk of USD. The gain and loss in foreign currency exchange for 2021 and 2020 (both realized and unrealized) were not material.
XIII. Additional disclosures
-
(I) Material transaction matters and (II) Information on investees
-
Loans to others: Schedule 1.
-
Provision of endorsements and guarantees to others: None.
-
Holding of marketable securities at the end of the period (not including investment in subsidiaries): None.
-
Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.
-
Acquisition of real estate exceeding $300 million or 20% of paid-in capital or more: None.
-
Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
60-
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Schedule 2.
-
Engagement in derivative transactions: None.
-
Others: Significant inter-company transactions during the reporting periods: Please refer to Schedule 3.
-
Information of investees: Schedule 4.
-
(III) Information on investments in China
-
Names of the investees in China, main business, paid-in capital, investment method, remittance in and out, shareholding percentage, income of the period and recognized investment income, book values of investments at the end of period, the income remitted back, and the limits of investment in China: Schedule 5.
-
The following material transactions with the investee in China, directly or indirectly through a third place, the price, payment terms and unrealized income:
-
(1) Purchase amount and percentage, and ending balance of related payables and percentage: none.
-
(2) Sales amount and percentage, and ending balance of related
- receivables and percentage: none.
-
(3) Amount of property transaction, and the income amount
- generated: none.
-
(4) The ending balance of notes endorsement and guarantee or provision of collateral, and the purpose: none
-
(5) Highest balance, ending balance, rate range, and total inter est of the period for financing: Schedule 1.
-
(6) Other transactions materially affecting the income of the period or financial position: none.
-
-
(IV) Information on major shareholders
Shareholders holding 5% or more equity, number and amount of the shareholding, and percentage: Schedule 6.
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XIV. Segment information
Information provided to the key operation decision makers, to allocate resources and assess the segment performance, emphasizing the types of each delivered or provided product and services. Segments shall be reported in the Company and the subsidiaries are as follows:
-
Fujian Sansd Plastic (Fujian Sansd) mainly engages in the production and sales of the polyblend of ethylene vinyl acetate copolymer (EVA) by applying recycled waste plastics.
-
Jiangsu Sansda Environmental Technology Ltd. (Jiangsu Sansda) mainly engages in the production and sales of the polyblend of ethylene vinyl acetate copolymer (EVA) by applying recycled waste plastics.
-
Other segments: Asia Plastic Recycling Holding Limited, BVI Sansda Ltd., Hong Kong Sansd Ltd., Hong Kong Sansda Trading Ltd., and Fujian Sansd Recycling Co., Ltd.: please refer to Note 6(5) for business scopes.
-
(I) The analysis of income and operation results of the Company and the subsidiaries by segments to be reported as follows:
| January 1 to December 31, 2021 |
Fujian Sansd | Jiangsu Sansda | Jiangsu Sansda | Others | Adjustment and set off |
Consolidate | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 696,536 - $ 696,536 ($ 412,706) $ 5,667,800 |
$ 410,562 - $ 410,562 ($ 96,962) $ - |
$ - - $ - ($ 19,978) $ 1,202,071 |
$ - - $ - $ - ($ 1,361,943) |
$ 1,107,098 - $ 1,107,098 ($ 529,646 ) 32,294 687 ( 877) ( 8,869) 45,490 ( 460,921) - ($ 460,921) $ 5,507,928 |
||||||
| Income from customers other than parent and consolidated subsidiaries Income from parent and consolidated subsidiaries Total income department loss Interest income Other income Other gains and losses Finance cost Gain from investment disposal Net loss before tax Income tax Net loss after tax Total Assets |
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| January 1 to December 31, 2020 |
Fujian Sansd | Jiangsu Sansda | Jiangsu Sansda | Others | Adjustment and set off |
Consolidate | ||||
|---|---|---|---|---|---|---|---|---|---|---|
( |
$ 621,821 747 $ 622,568 $ 1,087,313) $6,369,774 |
$ 386,336 - $ 386,336 ($ 233,491) $1,086,436 |
( |
$ - - $ - $ 28,446) $ 809,391 |
( |
$ - (747 ) $ 747) $ - ($ 1,732,735) |
$ 1,008,157 - $ 1,008,157 ($ 1,349,250 ) 32,619 14,274 ( 2,330) (8,115 ) ( 1,312,802 ) $ - ($ 1,312,802) $ 6,532,866 |
|||
| Income from customers other than parent and consolidated subsidiaries Income from parent and consolidated subsidiaries Total income department loss Interest income Other income Other gains and losses Finance cost Net loss before tax Income tax Net loss after tax Total Assets |
Segment losses refer to the losses generated from each segment, excluding interest income, finance costs, gain/loss from foreign currency exchange, and income tax expense. The measured amount is provided to the key operation decision makers, to allocate resources and assess the performance.
(II) Other segment information - depreciation and amortization
| Fujian Sansd Jiangsu Sansda |
2021 $ 161,920 43,492 $ 205,412 |
2020 | ||
|---|---|---|---|---|
| $ 228,550 54,166 $ 282,716 |
(III) Revenue from major products
The analysis of revenue for the major products from the continuing operations of the Company and the subsidiaries:
| General panel materials Panel materials for bags and luggage Specialty panel materials Floor mats High-elasticity foaming materials Panel materials for shoe soles Others |
2021 $ 173,814 339,765 276,605 138,032 37,484 5,469 135,929 $ 1,107,098 |
2020 | ||
|---|---|---|---|---|
| $ 193,644 188,392 261,685 78,273 23,882 10,111 252,170 $ 1,008,157 |
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(IV) Geographical information
The revenue of continuing operations of the Company and the subsidiaries generated from external customers are in China, distinguished by operation locations and locations of the non -current assets.
(V) Major customer information
In 2021 and 2020, no single customer generated 10% or more of the total revenue of the Company and the subsidiaries.
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Asia Plastic Recycling Holding Limited and the subsidiaries
Loans to others
January 1 to December 31, 2021
Schedule 1
Expressed in Thousands of NTD
(Except for these specified otherwise)
| Number | Company offering loan |
Counterparty | Current account | Related party or not |
Maximum balance of the period |
Balance of limit at the end of the period |
Actual amount drawn down (Note 3) |
Range of interest rate (%) |
Nature of loan | Amount of business relationship |
Reasons for required short-term financing |
Amount of recognized allowance for bad debts |
Collateral | Loan limit to single counterparty (Note 1) |
Ceiling on the total amount of loaning of funds provided (Note 2) |
Remarks | |
| Name | Value | ||||||||||||||||
| 1 2 3 4 5 6 |
Sansd (Hong Kong) Co., Ltd. Sansd (Hong Kong) Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. |
Sansda (Jiangsu) Environmental Technologies Limited The Company Sansda Hong Kong Trading Co., Ltd. The Company Sansd (Hong Kong) Co., Ltd. Fujian Sansd Recycling Co., Ltd. |
Other receivables -- related parties Other receivables -- related parties Other receivables -- related parties Other receivables -- related parties Other receivables -- related parties Other receivables -- related parties |
Yes Yes Yes Yes Yes Yes |
$ 657,000 1,314,000 109,500 219,000 1,314,000 478,500 |
$ 652,500 1,305,000 108,750 217,500 1,305,000 478,500 |
$ - - - - - 478,500 |
- - - - - - |
Required short-term financing Required short-term financing Required short-term financing Required short-term financing Required short-term financing Note 4 |
$ - - - - - - |
Operating turnover and purchase of equipment Operating turnover Operating turnover Operating turnover Operating turnover Note 4 |
$ - - - - - - |
No No No No No No |
$ - - - - - - |
$ 2,191,690 2,191,690 1,961,280 1,961,280 1,961,280 1,961,280 |
$ 2,191,690 2,191,690 1,961,280 1,961,280 1,961,280 1,961,280 |
Note 1: To a single counterparty, the maximum loan must not exceed 40% of the net worth of the company offering the loan.
Note 2: The maximum aggregated amount of all loans must not exceed 40% of the net worth of the company offering the loan. Note 3: Offset when preparing consolidated statements.
Note 4: The balance after the offset of credits and debts among Hong Kong Sansd, Fujian Sansd0 Plastic, and Sansda Recycling under a three-way agreement.
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Asia Plastic Recycling Holding Limited and the subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid -in capital or more
December 31, 2021
Schedule 2
Expressed in Thousands of NTD (Except for these specified otherwise)
| Companies with accounts receivable |
Counterparty name | Relationship with the endorser/ guarantor |
Balance of account receivable from related parties (Note 4) |
Turnover rate |
Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date |
Amount of recognized allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Sansd (Hong Kong) Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. |
Sansd (Fujian) Plastic Co., Ltd. The Company Fujian Sansd Recycling Co., Ltd. |
Subsidiary to subsidiary Subsidiary to parent Subsidiary to subsidiary |
$ 619,329 (Note 1) 106,577 (Note 2) 478,830 (Note 3) |
- |
$ - | - |
$ - | $ - |
Note 1: Dividends receivables.
Note 1: Advance.
Note 1: The after the offset of credits and debts among three parties. All recovered after the period.
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Asia Plastic Recycling Holding Limited and the subsidiaries
Business relationships among parent and subsidiaries, and key transactions
January 1 to December 31, 2021
Schedule 3
Expressed in Thousands of NTD
(Except for these specified otherwise)
| Number | Relationship | Counterparty | Relationship | Status of transaction | Status of transaction | ||
|---|---|---|---|---|---|---|---|
| Item | Amount | Transaction terms | Percentage to the consolidated total revenues or total assets % |
||||
| 1 1 1 1 1 2 2 2 3 |
Sansd (Hong Kong) Co., Ltd. Sansd (Hong Kong) Co., Ltd. Sansd (Hong Kong) Co., Ltd. Sansd (Hong Kong) Co., Ltd. Sansd (Hong Kong) Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansd (Fujian) Plastic Co., Ltd. Sansda Hong Kong Trading Co., Ltd. |
Sansd (Fujian) Plastic Co., Ltd. Fujian Sansd Recycling Co., Ltd. The Company The Company Sansd (Fujian) Plastic Co., Ltd. Fujian Sansd Recycling Co., Ltd. The Company Sansda Hong Kong Trading Co., Ltd. The Company |
Subsidiary to subsidiary Subsidiary to subsidiary Subsidiary to parent Subsidiary to parent Subsidiary to subsidiary Subsidiary to subsidiary Subsidiary to parent Subsidiary to subsidiary Subsidiary to parent |
Other receivables Other payables Other receivables Other expenditures Other income Other receivables Other receivables Other receivables Other receivables |
$ 619,329 23,344 4,135 763,066 271,951 478,830 106,577 58,103 71,625 |
Dividend receivable The balance after the offset of credits and debts among Hong Kong Sansd, Fujian Sansd Plastic, and Sansda Recycling under a three-way agreement Advance as agreed Based on waiver agreement Based on waiver agreement The balance after the offset of credits and debts among Hong Kong Sansd, Fujian Sansd Plastic, and Sansda Recycling under a three-way agreement (Note 1) Advance as agreed Advance as agreed Advance as agreed |
9.00 - - 69.00 25.00 7.00 2.00 1.00 1.00 |
Note 1: fully recovered after the period.
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Expressed in Thousands of NTD
Asia Plastic Recycling Holding Limited and the subsidiaries
Information of the investees
January 1 to December 31, 2021
Schedule 4
(Except for these specified otherwise)
| Name of Investor | Investee | Location | Main business activities | Original investment amount (Note 1) | Original investment amount (Note 1) | Shares held as of the end of period | Shares held as of the end of period | Shares held as of the end of period | Net gain (loss) of the investee for the current period |
Investment gain (loss) recognized for the current period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Percentag e (%) |
Book value | |||||||||
| The end of the period |
Beginning of the period |
||||||||||
| The Company Sansda Holding Limited Sansd (Hong Kong) Co., Ltd. |
Sansda Holding Limited Sansd (Hong Kong) Co., Ltd. Sansda Hong Kong Trading Co., Ltd. |
B.V.I Hong Kong Hong Kong |
International investment business International investment business Trading of bulk chemical raw materials |
$ - - 127,543 |
$ - - 128,334 |
1 1 1 |
100.00 100.00 100.00 |
$ 5,479,024 5,479,225 13,830 |
($ 1,207,042 ) ( 1,207,042 ) ( 2,849 ) |
($ 1,207,042 ) ( 1,207,042 ) ( 2,849 ) |
Note 2 and 6 Note 3 and 6 Note 4 and 6 |
Note 1: The Company issued 120,000 thousand shares (for the par value of NT$10), priced at HK$0.675 per share, as the consideration t o acquire 100% stake of Sansd (Fujian) Plastic Co., Ltd.; and applied to be registered as a company listed in Taiwan Stock Exchange Corporation for share trading, for the purpose of organizational restructure. After the restructure, the Company owns 100% stake of Sansd (Fujian) Plastic Co., Ltd. via Sansda Holding Limited and Sansda (Hong Kong) Co., Ltd. Note 2: The beginning and ending original investment amount of the period were both US$1.
Note 3: The beginning and ending original investment amount of the period were both HK$1.
Note 4: The beginning and ending original investment amount of the period were both RMB29,300 thousand.
Note 5: Please refer to Schedule 5 for the information of the investees in China.
Note 6: Offset when preparing consolidated statements.
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Asia Plastic Recycling Holding Limited and the subsidiaries Information on investments in China January 1 to December 31, 2021
Schedule 5
Expressed in Thousands of NTD
(Except for these specified otherwise)
| Investee in China | Main business activities | Paid-in capital | Investment method |
Accumulated amount of investment remitted from Taiwan to China at the beginning of the period |
Amount remitted from Taiwan to China/Amount remitted back to Taiwan for the year |
Accumulated amount of remittance from Taiwan to China |
Net loss of the investee for the current period |
Ownership held by the Company, direct or indirect, % |
Investment loss recognized by the Company for the current period |
Book values of the investees at the end of the period |
Accumulated amount of investment income remitted back to Taiwan as of the end of the period |
Remarks | |||
Remitted to |
Remitted back | ||||||||||||||
| Sansd (Fujian) Plastic Co., Ltd. Fujian Sansd Recycling Co., Ltd. Sansda (Jiangsu) Environmental Technologies Limited |
Production, manufacturing, sales of EVA foaming materials related products Processing of renewable resources, recycling (other than the old and waste productive metals), sales, and engaging in investment activities with self-owned funds. Production, manufacturing, sales of EVA foaming materials related products |
$ 710,000 - 1,384,000 |
Reinvested in companies in China by establishing companies at third-places Reinvested in companies in China by establishing companies at third-places Reinvested in companies in China by establishing companies at third-places |
$ - - - |
$ - - - |
$ - - - |
$ - - - |
($ 652,346 ) ( 23,253 ) ( 106,158 ) |
100.00 100.00 100.00 |
($ 652,346 ) ( 23,253 ) ( 106,158) |
$ 4,903,201 ( 23,315) - |
$ - - - |
Note 1 Note 2 and 3 |
||
| limit - |
|||||||||||||||
| Name of Investor | A c c u m u l a t e d a m o u n t o f investment remitted from Taiwan to China at the end of the period |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) |
The Company’s investment in China |
limit | |||||||||||
| - | $ - | $ - | $ | - |
Note 1: The paid-in capital is HK$200,000 thousand.
Note 2: The paid-in capital is US$50,000 thousand.
Note 3: The Company sold Sansda (Jiangsu) Environmental Technologies Limited on December 29, 2021, and the gain from the disp osal is NT$45,490 thousand. Please refer to Note 6(19) for the related gain and loss of the disposal.
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Asia Plastic Recycling Holding Limited and the subsidiaries Information on major shareholders December 31, 2021
Schedule 6
Unit: NT$ thousand
| Names of major shareholders | Shares | Shares |
|---|---|---|
| Number of Shares Held |
Shareholding percentage (%) |
|
| Dedicated account for custody of Ding Holding Limited’s investment in Yuanta Commercial Bank Dedicated account for custody of Ting, Chin-Tsao’s investment in Mega International Commercial Bank |
38,888,293 15,993,089 |
14.45 5.94 |
-
Note 1: The information on major shareholders in this Exhibit is compiled by Taiwan Depository & Clearing Corporation based on the last business day of the quarter in which the shareholders held 5% or more of the Company’s common shares and preferred shares whose registration and delivery have been completed in non-physical form (including treasury shares). The number of shares recorded in the Company’s consolidated financial statements and the actual number of shares registered and delivered in non-physical form may differ depending on the basis of preparation of the calculations.
-
Note 2: If a shareholder delivers his or her shares to a trust, the above information shall be disclosed by the individual trustor account opened by the trustee. As for the shareholder ’s declaration of insider’s equity for those whose shareholding is over 10%, in accordance with the Securities and Exchange Act, the shareholding of the shareholder includes his or her own shares plus the shares that he or she has delivered to a trust and has the right to decide the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider ’s equity declaration.
-
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