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Bafang Annual Report 2021

Nov 15, 2021

52194_rns_2021-11-15_9260b65d-379d-424d-9104-7beed0b87102.pdf

Annual Report

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Stock code: 2753

Bafang Yunji International Co., Ltd.

Parent Company Only Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditor’s Report

Address: 18th Floor, No. 27, Section 2, Zhongzheng East Road, Danshui District, New Taipei City TEL: (02)8809-8898

  • 1 -

§Table of Contents§

§Table of Contents§
Item
Page
I.
Cover
1
II.
Table of Contents
2
III.
Independent Auditor’s Report
36
IV.
Parent Company Only Balance Sheets
7
V.
Parent Company Only Statements of
Comprehensive Income
89
VI.
Parent Company Only Statements of
Changes in Equity
10
VII.
Parent Company Only Statements of
Cash Flows
1112
VIII.
Notes to Parent Company Only
financial statements
(I)
Company History
13
(II)
Date and Procedure for Approval
of Financial Statements
13
(III)
Application of New and Revised
Standards and Interpretation
1317
(IV)
Summary of Significant
Accounting Policies
1728
(V)
Significant Accounting
Judgments and Estimations, and
Main Sources of Assumption
Uncertainties
2829
(VI)
Summary of Significant
Accounting Items
2961
(VII)
Related party transactions
6166
(VIII) Pledged assets
66
(IX)
Significant Contingent
Liabilities and Unrecognized
Contract Commitments
6667
(X)
Significant Subsequent Events
67
(XI)
Information on foreign currency
assets and liabilities with
significant effect
6768
(XII)
Additional Disclosure
6875
1. Information on Significant
Transactions
687072
2. Information on Investees
6873
3. Information on investment in
Mainland China
686974
4. Information on major
shareholders
6975
(XIII) Segment information
69
IX.
Schedule of Significant Accounting
Items
7697
Number of
notes to
financial
statements
-
-
-
-
-
-
-
1
2
3
4
5
6~30
31
32
33
34
35
36
36
36
36
36
-
  • 2 -

Independent Auditor’s Report

The Board of Directors and shareholders

Bafang Yunji International Co., Ltd.

Audit Opinion

We have audited the accompanying parent company only balance sheet of Bafang Yunji International Co., Ltd. (the “Company”) as of December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and the notes to the parent company only financial statements, including the summary of significant accounting policies.

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and cash flows for the years then ended, in conformity with the requirements of Regulations Governing the Preparation of Financial Reports by Securities Issuers.

The basis for opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the parent company only financial statements. We are independent of the Company in accordance with The Norms of Professional Ethics for Certified Public Accountants, 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

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31,2021. These matters were addressed in the content of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.

  • 3 -

Key audit matters of the 2021 parent company only financial statements for the ended December 31, 2021 is stated as follows:

Authenticity of sales revenues from shipments to specific customers

The Company is principally engaged in food processing, food ingredients trading and providing food and restaurant services. Based on the materiality and the presumption of significant risk in revenue recognition in the Statement of Auditing Standards; Therefore, we believe that the authenticity of sales revenues from shipments to specific customers recognized by the Company has a significant impact on the financial statements. Therefore, the authenticity of the sales revenues from shipments to specific customers is listed as a key audit matter of this year. For a description of the revenue recognition policy, please refer to Note 4(11).

We conducted the following audit procedures:

  1. Understand and test the design and implementation of internal control relevant to revenue recognition for specific customers.

  2. Review a selected sample of the revenue details of the specific customers, review the supporting documentation and test the collection status to confirm that the sales transaction occurred.

  3. Review whether significant sales returns and discounts have occurred for the specific customers since the balance sheet date to confirm whether there is any material misstatement of revenues.

Responsibilities of Management and Those in Charge with Governance of the parent company only Financial Statements

The responsibility of management is to prepare fairly presented parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and maintain necessary internal control related to the preparation of parent company only financial statements in order to ensure material misstatement caused by fraud or error does not exist in the parent company only financial statements.

In preparing the parent company only financial statements, the management is also responsible for assessing the Company’s ability as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate the Company or to cease operations, or has no other realistic alternative but to do so.

Those in charge of governance (including member of The Audit Committee) are responsible for overseeing the reporting process of the financial statements of the Company.

  • 4 -

Auditor’s Responsibilities for the Audit of the parent company only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing principles will always detect a material misstatement when it exists. Misstatem ents can arise from fraud or error. Misstatements are considered material, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in the Company.

  3. Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease as a going concern.

  5. Evaluate the overall presentation, structure, and content of the parent company only financial statements, including disclosures, whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of the Company to express

  7. 5 -

an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit of the Company. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).

We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect on our independence, and other matters (including related protective measures).

From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Deloitte Taiwan CPA Kuo, Nai-Hua CPA Chen, Hui-Ming Financial Supervisory Commission Securities and Futures Commission approval approval document document Jin-Guan-Zheng-Shen-Zi No. Tai-Cai-Zheng (6) Zi No. 1070323246 0920123784

Date: March 22, 2022

  • 6 -

Bafang Yunji International Co., Ltd.

Parent Company Only Balance Sheets December 31, 2021 and 2020

Unit: In thousands of NT$

Code

1100
1110
1141
1170
1180
1200
1210
130X
1410
1470
11XX

1550
1600
1755
1801
1840
1915
1990
15XX
1XXX

Code

2100
2150
2170
2180
2200
2220
2280
2230
2322
2399
21XX

2540
2580
2570
2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
Assets
Current assets
Cash and cash equivalents (Notes 4, 6, and 30)
Financial assets at fair value through profit or loss - current (Notes 4,
7, and 30)
Financial assets measured at amortized cost - current (Notes 4, 8, 9,
30 and 32)
Accounts receivable - unrelated parties (Notes 4, 10, 23 and 30)
Accounts receivable - related parties (Notes 4, 10, 23, 30 and 31)
Other receivables (Notes 4, 10, and 30)
Other receivables - related parties (Notes 4, 10, 30 and 31)
Inventories (Notes 4 and 11)
Prepayments (Note 16)
Other current assets (Note 17)
Total current assets
Non-current assets
Investments accounted for using the equity method (Notes 4, 12 and
31)
Property, plant and equipment (Notes 4, 13, 31 and 32)
Right-of-use assets (Notes 4, 14 and 31)
Intangible assets (Notes 4 and 15)
Deferred income tax assets (Notes 4 and 25)
Prepayments for equipment (Note 17)
Other non-current assets (Notes 17 and 30)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term loans (Notes 18, 30 and 32)
Notes payable (Notes 19 and 30)
Accounts payable - unrelated parties (Notes 19 and 30)
Accounts payable - related parties (Notes 19, 30 and 31)
Other payables - unrelated parties (Notes 20 and 30)
Other payables - related parties (Notes 20, 30 and 31)
Lease liabilities - current (Notes 4, 14, 30 and 31)
Current income tax liabilities (Notes 4 and 25)
Long-term loans due within one year (Notes 18, 30 and 32)
Other current liabilities (Note 20)
Total current liabilities
Non-current liabilities
Long-term loans (Notes 18, 30 and 32)
Lease liabilities - non-current (Notes 4, 14, 30 and 31)
Deferred income tax liabilities (Notes 4 and 25)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Deposits received (Note 30)
Total non-current liabilities
Total liabilities
Equity (Notes 22 and 27)
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity
Total equity
Total liabilities and equity
December 31,2021
Amount

$ 790,679
21
94,302
2
400,374
10
70,088
2
29,658
1
2,566
-
29,406
1
168,426
4
69,083
2
8,674

-
1,663,256

43
820,136
21
1,019,787
27
243,976
6
5,920
-
30,830
1
39,690
1
42,856

1
2,203,195

57
$ 3,866,451
100
$ 27,000
1
1,000
-
162,388
4
3,101
-
336,940
9
10,942
-
53,838
2
62,697
2
9,996
-
6,254

-
674,156

18
25,823
1
167,042
4
594
-
4,974
-
1,500

-
199,933

5
874,089

23
660,448

17
970,319

25
348,629
9
48,589
1
1,018,632

27
1,415,850

37
54,255)
(
2)
2,992,362

77
$ 3,866,451
100
December 31,2021
Amount

$ 790,679
21
94,302
2
400,374
10
70,088
2
29,658
1
2,566
-
29,406
1
168,426
4
69,083
2
8,674

-
1,663,256

43
820,136
21
1,019,787
27
243,976
6
5,920
-
30,830
1
39,690
1
42,856

1
2,203,195

57
$ 3,866,451
100
$ 27,000
1
1,000
-
162,388
4
3,101
-
336,940
9
10,942
-
53,838
2
62,697
2
9,996
-
6,254

-
674,156

18
25,823
1
167,042
4
594
-
4,974
-
1,500

-
199,933

5
874,089

23
660,448

17
970,319

25
348,629
9
48,589
1
1,018,632

27
1,415,850

37
54,255)
(
2)
2,992,362

77
$ 3,866,451
100
December 31,2020 December 31,2020 December 31,2020
Amount
$ 790,679
94,302
400,374
70,088
29,658
2,566
29,406
168,426
69,083
8,674

1,663,256

820,136
1,019,787
243,976
5,920
30,830
39,690
42,856

2,203,195

$ 3,866,451

$ 27,000
1,000
162,388
3,101
336,940
10,942
53,838
62,697
9,996
6,254

674,156

25,823
167,042
594
4,974
1,500

199,933

874,089

660,448

970,319

348,629
48,589
1,018,632

1,415,850

54,255)

2,992,362

$ 3,866,451
Amount
$ 342,921
-
372
63,749
32,918
1,284
33,004
144,164
52,865
99

671,376

803,685
1,002,018
206,923
4,228
40,173
45,462
37,096

2,139,585

$ 2,810,961

$ 70,000
-
140,278
3,602
195,448
10,759
43,366
80,868
59,996
2,101

606,418

35,819
146,121
500
5,498
260

188,198

794,616

600,448

34,649

257,154
27,261
1,136,438

1,420,853

39,605)

2,016,345

$ 2,810,961
















(















(

















(















(

12
-
-
3
1
-
1
5
2
-
24
29
36
7
-
1
2
1
76
100
2
-
5
-
7
-
2
3
2
-
21
2
5
-
-
-
7
28
21
1
9
1
41
51
1)
72
100

The accompanying notes are an integral part of the parent company only financial statements.

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Chairperson: Lin, Hsin-Yi

  • 7 -

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2021 and 2020

Unit: In thousands of NT$ But earnings per share are in NT$

Code
4000
Operating revenues (Notes 4, 23
and 31)
5000
Operating costs (Notes 4, 11, 24
and 31)
5900
Gross profit

Operating expenses (Notes 21, 24,
27 and 31)
6100
Selling and marketing

6200
General andadministrative
6300
Research and development
6000
Total operating expenses
6900
Net operating profit

Non-operating income and
expenses (Notes 12, 24 and 31)
7100
Interest income
7010
Other income
7020
Other gains and losses

7050
Financial costs

7070
Share of profits of
subsidiaries and associates
7000
Total non-operating
income and expenses
7900
Net profit before tax
7950
Income tax expense (Notes 4 and
25)
8200
Net profit for the year

Other comprehensive income
Items that will not be
reclassified to profit or loss
Remeasurement of
defined benefit plans
(Notes 4 and 21)
2021

(Continued on next page)

  • 8 -

(Continued from previous page)

Code
8349
Income tax related to
items that will not be
reclassified to profit
or loss (Notes 4 and
25)
8360
Items that may subsequently
be reclassified to profits or
loss
8361
Exchange differences
arisingon translation
of foreign operations
(Note 22)
8399
Income tax related to
items that may
subsequently be
reclassified (Notes 4,
22 and 25)
8300
Total other
comprehensive
income (net)
8500
Total comprehensive income for
the year
Earnings per share (Note 26)
9710
Basic

9810
Diluted
2021

-

-
-

-

13


2020
Amount
( $ 3 )
(
18,314 )

3,664

(
14,635)

$ 526,706

$ 8.74
$ 8.68
Amount
$ 355
(
15,431 )

3,087

(
13,766)

$ 619,845

$ 10.55
$ 10.53





-
(
1 )

-
(
1)
17

The accompanying notes are an integral part of the parent company only financial statements.

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

  • 9 -

Bafang Yunji International Co., Ltd.

Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2021 and 2020

Unit: In thousands of NT$, unless otherwise specified

Code
A1
Balance as of January 1, 2020
Appropriation and distribution of
earnings
B1
Legal reserve
B3
Special reserve
B5
Shareholders' cash dividends
N1
Share-based payment transaction
D1
Net profit for 2020
D3
Other comprehensive income after tax
for 2020
D5
Total comprehensive income for 2020
Z1
Balance as of December 31, 2020
Appropriation and distribution of
earnings
B1
Legal reserve
B3
Special reserve
B5
Shareholders' cash dividends
E1
Cash capital increase
N1
Share-based payment transaction
M7
Actual acquisition of partial interests
in a subsidiary
D1
Net profits for 2021
D3
Other comprehensive income after tax
for 2021
D5
Total comprehensive income for 2021
Z1
Balance as of December 31, 2021
Share capital
Number of shares (in
thousands of shares)
Amount
60,045
$ 600,448
-
-
-
-
-
-
-
-
-
-

-

-


-

-
60,045
600,448
-
-
-
-
-
-
6,000
60,000
-
-
-
-
-
-

-

-


-

-

66,045
$ 660,448
Share capital
Number of shares (in
thousands of shares)
Amount
60,045
$ 600,448
-
-
-
-
-
-
-
-
-
-

-

-


-

-
60,045
600,448
-
-
-
-
-
-
6,000
60,000
-
-
-
-
-
-

-

-


-

-

66,045
$ 660,448
Capital surplus
$ 28,895
-
-
-
5,754
-

-

-
34,649
-
-
-
912,967
25,628
(
2,925 )
-

-

-
$ 970,319
Retained earnings Undistributed earnings
$ 723,433
(
24,747 )
(
14,303 )
(
180,134 )
-
633,611
(
1,422)

632,189
1,136,438
(
91,475 )
(
21,328 )
(
540,403 )
-
-
(
5,956 )
541,341

15

541,356
$ 1,018,632
Other equity
Exchange differences
arising on translation
of foreign operations

( $ 27,261 )
-
-
-
-
-
(
12,344)
(
12,344)
(
39,605 )
-
-
-
-
-
-
-
(
14,650)
(
14,650)
($ 54,255)
Total equity
Number of shares (in
thousands of shares)
60,045
-
-
-
-
-

-


-
60,045
-
-
-
6,000
-
-
-

-


-

66,045
Legal reserve
$ 232,407
24,747
-
-
-
-
-
-
257,154
91,475
-
-
-
-
-
-
-
-
$ 348,629
Special reserve

$ 12,958
-
14,303
-
-
-

-

-
27,261
-
21,328
-
-
-
-
-

-

-
$ 48,589














(













(
(
(
(

(
(
(
(


(
(
(
(
(
(
(

(
(

(
(
(

$ 1,570,880
-
-

180,134 )
5,754
633,611
13,766)
619,845
2,016,345
-
-

540,403 )
972,967
25,628

8,881 )
541,341
14,635)
526,706
$ 2,992,362

The accompanying notes are an integral part of the parent company only financial statements.

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

  • 10 -

Bafang Yunji International Co., Ltd.

Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2021 and 2020

Unit: In thousands of NT$

Code
Cash flows from operating activities
A10000
Net profit before tax from continuing
operations
A20010
Adjustments for
A20100
Depreciation expenses
A20200
Amortization expenses
A20400
Net losses on financial assets and
liabilities measured at fair value
through profit or loss
A22400
Share of profits of subsidiaries,
affiliates and joint ventures
accounted for using the equity
method
A20900
Financial costs
A21200
Interest income
A21900
Share-based compensation
A22500
Loss on disposal of property, plant
and equipment
A23700
Loss on decline in value and
obsolescence of inventories
A29900
Lease modification losses
A30000
Net change in operating assets and
liabilities
A31150
Accounts receivable
A31160
Accounts receivable - related parties
A31180
Other receivables
A31190
Other receivables - related parties
A31200
Inventories
A31230
Prepayments
A31240
Other current assets
A32130
Notes payable
A32160
Accounts payable - related parties
A32150
Accounts payable
A32180
Other payables
A32190
Other payables - related parties
A32230
Other current liabilities
A32240
Net defined benefit liabilities
A33000
Cash inflows from operations
A33100
Interest received
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash inflows from operating
activities
2021
$ 684,345
149,944
1,726
66
(
60,906 )
4,133
(
834 )
25,628
316
-
-
(
6,339 )

3,260
(
1,282 )
(
1,402 )
(
24,262 )
(
16,218 )
(
212 )
1,000
22,110
(
501 )
(
6,510 )
183
4,153
(
506)
777,892
834
(
1,159 )
(
148,077)

629,490
2020
$ 785,042
128,059
1,711
-
(
88,317 )
3,832
(
361 )
5,754
283
5,295
55
(
1,613 )
(
26,874 )
2,253
(
2,746 )
(
15,799 )
(
4,934 )
(
22 )
(
1,514 )
(
4,867 )
29,380
26,736
1,730
79
(
475)
842,687
361
(
1,870 )
(
123,037)

718,141

(Continued on next page)

  • 11 -

(Continued from previous page)

Code
Cash flows from investing activities
B00100
Purchase of financial assets at fair value
through profit or loss
B00200
Proceeds from disposal of financial assets
at fair value through profit or loss
B00040
Purchase of financial assets measured at
amortized cost
B01800
Increase in long-term equity investments
accounted for using the equity method
B02700
Payment for property, plant and equipment
B02800
Proceeds from disposal of property, plant
and equipment
B03800
Increase in refundable deposits
B04300
Increase in other receivables - related
parties
B04400
Decrease in other receivables - related
parties
B04500
Payments of intangible assets
B05350
Acquisition of right-of-use assets.
B06500
Increase in other financial assets
B07100
Increase in prepayments for equipment
B07600
Receipt of dividends from subsidiaries
B09900
Refund of share price for capital reduction
by subsidiaries
BBBB
Net cash outflows from investing
activities
Cash flows from financing activities
C00200
Decrease in short-term loans
C01700
Repayment of long-term loans
C03000
Increase in deposits received
C04020
Repayment of lease principals
C04500
Distribution of cash dividends
C04600
Cash capital increase
CCCC
Net cash inflows (outflows) from
financing activities
EEEE
Increase (decrease) in cash and cash equivalents
E00100 Cash and cash equivalents at the beginning of
the year
E00200 Cash and cash equivalents at the end of the year
2021
( $ 138,924 )
44,556
(
400,002 )
(
21,216 )

(
92,908 )
43
(
5,760 )
-
5,000
(
3,418 )
(
6,996 )
(
8,363 )
(
17,464 )
38,476

-
(
606,976)
(
43,000 )
(
59,996 )
1,240
(
55,676 )
(
390,291 )

972,967

425,244

447,758

342,921

$ 790,679
2020
$ -
-
(
2 )
(
169,818 )
(
57,152 )
4,498
(
10,384 )
(
30,000 )
-
(
1,822 )
-
-
(
79,098 )
12,555

38,095
(
293,128)
-
(
9,996 )
260
(
59,237 )
(
360,268 )

-
(
429,241)
(
4,228 )

347,149
$ 342,921

The accompanying notes are an integral part of the parent company only financial statements.

Chairperson: Lin, Hsin-Yi President: Chang, Jui-Lien Accounting Officer: Huang, Lee-Chi

  • 12 -

Bafang Yunji International Co., Ltd. Notes to parent company only financial statements For the Years Ended December 31, 2021 and 2020

(Amounts in New Taiwan dollars thousands unless otherwise stated)

1. Company History

Bafang Yunji International Co., Ltd. (hereinafter referred to as "the Company") was established on January 19, 2000, and is currently engaged in restaurant business, wholesale of food and groceries, retail of beverages, manufacturing of processed bean products, and manufacturing of baked and steamed food products.

The Company's shares have been listed and traded on the Taiwan Stock Exchange since September 2021.

The parent company only financial statements are presented in NTD, which is the functional currency of the Company.

2. Date and Procedure for Approval of Financial Statements

The parent company only financial statements were approved by the Board of Directors on March 22, 2022.

3. Application of New and Revised Standards and Interpretation

  • (1) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The application of the amendments to the IFRSs endorsed and issued into effect by the FSC will not result in significant changes in the Company's accounting policies.

  • (2) Amendments to the IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with effective date starting 2022.
starting 2022.
New, Amended or Revised Standards and
Interpretations
Annual Improvements to IFRS Standard 2018-2020
Amendment to IFRS 3 “Reference to the Conceptual
Framework”
Amendment to IAS 16 “Property, Plant and
Equipment - Proceeds before Intended Use ”
Amendment to IAS 37 “Onerous Contracts - Cost of
Fulfilling a Contracts”
Effective Date Issued by
IASB
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)

Note 1: The amendment to IFRS 9 will be applied to swaps or changes in the terms of financial liabilities that occur in annual reporting periods beginning after January 1, 2022; the

  • 13 -

amendment to IAS 41, “Agriculture”, will be applied to fair value measurements in annual reporting periods beginning after January 1, 2022; and the amendment to IFRS 1, “First-time Adopeions of IFRSs”, will be applied retrospectively to annual reporting periods beginning after January 1, 2022.

  • Note 2: This amendment applies to business combinations for which the acquisition date falls within the annual reporting period after January 1, 2022.

  • Note 3: This amendment applies to plant, property and equipment that begins to operate in the manner such as location and condition expected by management after January 1, 2021.

  • Note 4: This amendment applies to contracts with unfulfilled obligations as of January 1, 2022.

The Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Company to the date the parent company only financial statements are approved and released, and will make appropriate disclosure after the evaluation.

  • (3) The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC

New, Amended or Revised Standards and Effective Date Issued by Interpretations IASB (Note 1) Amendment to IFRS 10 and IAS 28 “Sale or To be determined by IASB Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1 “Classification of Liabilities as January 1, 2023 Current or Noncurrent” Amendment to IAS 1 “Disclosure of Accounting January 1, 2023 (Note 2) Policies” Amendment to IAS 8 “Definition of Accounting January 1, 2023 (Note 3) Estimates” Amendment to IAS 12 “Deferred Tax related to January 1, 2023 (Note 4) Assets and Liabilities arising from a Single Transaction”

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: This amendment will be applicable for annual reporting periods beginning after January 1, 2023.

  • Note 3: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.

  • 14 -

Note 4: The amendment applies to transactions occurring after January 1, 2022, except for the recognition of deferred income taxes on temporary differences for lease and ex-service obligations as of January 1, 2022.

  • A. Amendment to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associatee or Joint Venture”

The amendment provides that if the Company sells or contributes an asset to an affiliated party (or joint venture), or if the Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Company recognizes all of the gains or losses resulting from such transactions if the aforementioned asset or former subsidiary meets the definition of "business combinations" for "business" under IFRS 3.

In addition, if the Company sells or contributes assets to affiliated companies (or joint ventures), or the Company losses the control over a subsidiary but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary not in compliance with the definition of IFRS 3 “Business,” the Company is to recognize the profit and loss of the transactions only within the equity scope of the affiliated companies (or joint ventures) irrelevant to the investors, in other words, the profit and loss attributable to the Company should be offset.

B. Amendment to IAS 1 “Classification of Liabilities as Current or Noncurrent”

The amendment aims to clarify whether a liability is classified as noncurrent; the Company should assess whether it has the right to defer settlement at the end of the reporting period for at least 12 months after the reporting period. If the Company has such a right as of the end of the reporting period, the liability is classifi ed as noncurrent whether or not the Company exercises its right to defer settlement of a liability. The amendment aims to clarify if the Company is required to comply with certain conditions in order to have the right to defer settlement of a liability. The Company must have complied with specific conditions as of the end of the reporting period, even if the lender tests whether the Company has complied with those conditions at a later date.

The amendment provides the purpose to clarify that settlement refers to the transfer to the counterparty of cash, other economic resources or equity instruments of the Company that results in the extinguishment of the liability. However, if the terms of the liability may result in transferring the Company’s equity instruments at the option of the counterparty, and if the option is separately recognized in equity in accordance with IAS 32, “Financial Instruments: Presentation” the above-mentioned provisions do not affect the classification of the liability.

  • 15 -

C. Amendment to IAS 1 “Disclosure of Accounting Policies”

The amendment specifies that the Company shall determine the material accounting policy information to be disclosed based on the definition of materiality. Accounting policy information is considered material if it could reasonably be expected to affect the decisions of the primary users of the general-purpose financial statements based on those financial statements. The amendment also clarifies:

  • Accounting policy information related to immaterial transactions, other events or circumstances is immaterial and the Company is not required to disclose such information.

  • • The Company may determine that related accounting policy information is material because of the nature of the transactions, other events or circumstances, even if the amount is not material.

  • Not all accounting policy information related to significant transactions, other events or circumstances is material.

In addition, the amendment provides examples of accounting policy information that may be material if it relates to significant transactions, other events or circumstances and under the following circumstances, the information may be material:

  • a. A change in the Company's accounting policy during the reporting period that results in a material change in financial statement information;

  • b. The Company selects applicable accounting policies from among the options permitted by the standards.

  • c. Due to the lack of specific standards, the Company establishes accounting policies in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”;

  • d. The Company discloses the relevant accounting policies that require the application of significant judgments or assumptions; or

  • e. that it involves complex accounting requirements when users of financial statements rely on such information to understand such significant transactions, other events or circumstances.

  • D. Amendment to IAS 8 “Definition of Accounting Estimates”

The amendment explicitly specifies that accounting estimate represents the monetary amounts in the financial statements that are subject to measurement uncertainty. In applying accounting policies, the Company may need to measure financial statement items using monetary amounts that are not directly observable but must be estimated, and therefore measurement techniques and input values are required to create accounting estimates for this

  • 16 -

purpose. The effect of changes in measurement techniques or input values on accounting estimates that are not corrections of prior period errors are accounted for as changes in accounting estimates.

Except for the above impact, as of the date the parent company only financial statements are approved and released, the Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Company, and will make appropriate disclosure after the evaluation.

4. Summary of Significant Accounting Policies

  • (1) Statement of Compliance

These parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and relevant laws and regulations.

  • (2) Basis of preparation

Except for the financial instruments on the basis of fair value and the recognition of net defined benefit liabilities on the basis of the present value of net defined benefit obligation net of the fair value of planned assets, the parent company only financial statements were compiled on the basis of historical cost.

The evaluation of fair value could be classified into Level 1 to Level 3 by the observable intensity and importance of related input value:

  • A. Level 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment).

  • B. Level 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.

  • C. Level 3 input value: the unobservable input value of asset or liability.

In preparing its financial statements, the Company uses the equity method to account for its investment in subsidiaries and affiliates. In order to make the same the current profit or loss, other comprehensive income and equity in the parent company only financial statements as the current year’s profit or loss, other comprehensive income and equity attributable to shareholders of the Company in the consolidated financial statements, certain accounting differences between the parent company only basis and consolidated basis are adjusted for “investments accounted for using the equity method”, “profit or loss share of subsidiaries, affiliates and joint ventures accounted for using the equity method”, “other comprehensive income share of subsidiaries, affiliates and joint ventures accounted for using the equity m ethod” and related equity items.

  • 17 -

  • (3) Standards in differentiating current and noncurrent assets and liabilities

Current assets include:

  • A. Assets held primarily for trading purposes;

  • B. Assets expected to be realized within 12 months of the balance sheet date; and

  • C. Cash and cash equivalents (excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date).

  • Current liabilities include:

  • A. Liabilities held primarily for trading purposes;

  • B. Liabilities due for settlement within 12 months after the balance sheet date (current liabilities even if a long-term refinancing or rescheduling agreement is completed after the balance sheet date and before the financial statements are authorized for issuance), and

  • C. Liabilities whose settlement deadline cannot be unconditionally deferred until at least 12 months after the balance sheet date. If the terms of the liability, at the option of the counterparty, result in the settlement of the liability by the issuance of equity instruments, the classification is not affected.

Those that are not current assets or liabilities above are classified as noncurrent assets or liabilities.

  • (4) Foreign currency

For the transactions conducted in a currency other than the Company’s functional currency (foreign currency), it is to be translated to the functional currency in accordance with the exchange rate on the transaction date when the Company prepares its financial statements.

Foreign currency monetary items are translated at the closing rate on each balance sheet date. The exchange differences arising from the settlement of monetary items or translating monetary items are recognized in profit or loss in the period in which they occur.

The foreign non-currency items measured at fair value are translated in accordance with the exchange rate on the fair value determination date and the exchange difference is booked as profit or loss in the period. However, for the changes in fair value recognized in other comprehensive income, the exchange difference is recorded in other comprehensive income.

The foreign non-currency items measured at historical cost are translated in accordance with the exchange rate on the transaction date without the need for a retranslation.

Upon preparation of the parent company only financial reports, the assets and liabilities of overseas operating institutions (including the subsidiaries or affiliates in the countries of business operation or those

  • 18 -

using currencies different from the Company’s) were converted to NTD based on the exchange rate quoted on every balance sheet date. Income and expense items are translated at the average exchange rate for the period and the exchange differences are booked in other comprehensive income

  • (5) Inventories

Inventories include raw materials, supplies, semi-finished goods, finished goods, and merchandises. Inventories are valued in accordance with the lower of cost or net cash value. When comparing cost and net cash value, except for the homogeneous inventories, it is based on the itemized lower of cost or net cash value. Net realizable value refers to the estimated sale price under normal circumstances net of the estimated cost needed to complete the project and the estimated expenses needed to complete the sale. The cost of inventories is calculated using the weighted-average method.

  • (6) Investment in subsidiaries

The Company adopts the equity method for investment in subsidiaries.

A subsidiary is an entity over which the Company has control.

Under the equity method, investments in the subsidiaries were originally recognized at cost; the book value after the acquisition date fluctuates along with the distribution of profit or loss from the subsidiaries and other comprehensive profit or loss by the Company. Additionally, the change in the interests the Company holds in subsidiaries is recognized pro rata to the shareholding percentages.

When a change in the Company's ownership interest in a subsidiary does not result in a loss of control, it is treated as an equity transaction. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in equity

The Company assesses impairment based on the cash-generating units as a whole in the financial statements and compares their recoverable amounts with their carrying amounts. If the amount of recoverable assets increased in the future, the reversal of impairment shall be recognized as income. The book value of the reversal of impaired assets shall not exceed the book value before recognition for impairment net of amortization. Impairment losses attributable to goodwill must not be reversed in subsequent periods.

When control over a subsidiary is lost, the Company measures its remaining investment in the subsidiary at fair value at the date of loss of control. The difference between the fair value of the remaining investment and the carrying amount of the investment at the date of loss of control, if any, is recognized in profit or loss for the peri od. In addition, all amounts recognized in other comprehensive income related to the subsidiary are accounted for on the same basis as if the Company had directly disposed of the related assets or liabilities.

  • 19 -

Unrealized gains or losses on downstream transactions with subsidiaries are eliminated in the parent company only financial statements. Gains or losses from upstream and side-stream transactions with subsidiaries are recognized in the parent company only financial statements only to the extent that they are not related to the Company's equity interest in the subsidiary.

  • (7) Property, plant and equipment

Property, plant, and equipment shall be recognized based on cost. Subsequent costing shall be measured on the cost net of accumulated depreciations and accumulated impairments.

Those real estate, plant buildings, equipment & facilities under construction were recognized at the amount of the costs after deducting the loss in the accumulated impairment. Costs include professional service expanses and loan costs that meet the capitalization conditions. When such assets are completed and reach expected use status, such assets will be classified to proper items under real property, plant and equipment and the provision of depreciation shall begin.

Property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. If the lease period is shorter than the useful life, depreciation is provided over the lease period. The Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.

In removing property, plant, and equipment from book, the difference between the net proceeds of disposition and the book value shall be recognized as profit or loss.

  • (8) Intangible assets

A. Acquired separately

The intangible asset with limited useful life acquired separately was originally measured at cost and subsequently measured at cost, net of accumulated amortization and accumulated impairment losses. Depreciation is recognized using the straight-line method for intangible asset. The Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates. Intangible asset with indefinite useful lives is measured at cost net of accumulated impairment losses.

B. Derecognition

In removing intangible assets from book, the difference between the net proceeds of disposition and the book value shall be recognized as profit or loss for the period.

  • 20 -

  • (9) Impairment of property, plant and equipment, right-of-use assets, intangible assets (except for goodwill) and assets related to contract costs

The Company at each balance sheet date is to assess whether there is any indication of the impairment occurring to the tangible and intangible assets. If there is any indication of impairment occurring, the recoverable amount of the asset should be estimated. If the recoverable amount of an individual asset cannot be estimated, the Company is to estimate the recoverable amount of the respective cash-generating unit. Shared assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis.

The recoverable amount is the fair value net of cost or the value in use whichever is higher. When the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit should be reduced to its recoverable amount. The impairment loss is recognized in the profit or loss.

The intangible asset with indefinite useful lives and not yet available for use should be tested for impairment at least annually or should be tested when there is an indication of impairment.

An impairment loss is recognized for inventory, property, plant and equipment and intangible assets recognized under customer contracts in accordance with the inventory impairment rules and the above rules. Then, an impairment loss is recognized for the amount by which the carrying amount of the contract cost-related assets exceeds the remaining balance of the consideration expected to be received for the provision of the related goods or services, less directly related costs. Next, the carrying amount of the contract cost-related assets is included in the respective cash-generating unit for the purpose of assessing the impairment of the cash-generating unit.

When the impairment loss was reversed subsequently, the carrying amount of the asset or cash-generating unit is increased to the adjusted recoverable amount, but the increased carrying amount may not exceed the carrying amount of the asset or cash-generating unit without recognizing the impairment loss in prior periods (net of amortization or depreciation). The reversed impairment loss is recognized in the profit or loss.

  • (10) Financial instrument

When the Company has become a party to the instrument contract, the financial assets and financial liabilities are to be recognized in the consolidated balance sheet.

For the initial recognition of the financial assets and financial liabilities, if the financial assets or financial liabilities are not measured at fair value through profit or loss, it is measured at fair value plus transaction cost that is directly attributable to the acquisition or issuance of financial assets or financial liabilities. The transaction cost directly attributable to the acquisition or issuance of

  • 21 -

financial assets or financial liabilities that are measured at fair value through profit or loss is immediately recognized in the profit or loss.

A. Financial assets

The regular way of purchase or sale of financial assets are recognized and derecognized based on the accounting on the transaction date.

  • a. Types of measurement

The types of financial assets held by the Company are financial assets at fair value through profit or loss and financial assets at measured amortized cost.

  • I. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets that are mandatorily measured at fair value through profit or loss and those designated as at fair value through profit or loss. Financial assets mandatorily measured at fair value through profit or loss include investments in equity instruments investments not designated by the Consolidated Company as being measured at fair value through other comprehensive income, and investments in debt instruments not qualified for classification as being measured at amortized cost or at fair value through other comprehensive income.

Financial assets at fair value through profit or loss are measured at fair value, while dividends, interests and gains or losses arising from remeasurement are recognized in other gains and losses. Please refer to Note 7 for the determination of fair value.

  • II. Financial assets measured at amortized cost

The Company's financial assets, if meeting both of the following conditions, are classified as financial assets at amortized cost:

  • i. The financial assets held under a particular mode of operation and the purpose of holding is for the collection of contractual cash flows; and

  • ii. The terms of the contracts give rise to cash flows at specified dates that are solely for the payment of principal and interest on the outstanding principal amount.

Financial assets (including cash and cash equivalents, accounts receivable measured at amortized cost), after initial recognition, are measured at their total carrying amount determined using the effective interest method, less amortized cost of any impairment loss, with any foreign currency exchange gain or loss recognized in profit or loss.

  • 22 -

Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial assets, except for the following two cases.

  • i. Interest income on financial assets that are credit-impaired upon acquisition or creation is calculated using the credit-adjusted effective interest rate multiplied by the amortized cost of the financial assets.

  • ii. Interest income on financial assets that are not credit-impaired upon acquisition or creation but become credit-impaired subsequently is calculated using the effective interest rate multiplied by the amortized cost of the financial assets from the next reporting period after the impairment.

Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amount of cash with minimal risk of changes in value within 3 months from the acquisition date and are used to meet short-term cash commitments.

b. Impairment of financial assets and contract assets

The Company at each balance sheet date assesses the impairment loss of financial assets (including accounts receivable) at amortized cost and contract assets according to the expected credit loss.

An allowance is recognized for losses on accounts receivable and contract assets based on the expected credit losses over the duration other financial assets are first evaluated to determine whether there is a significant increase in credit risk since initial recognition. If there is no significant increase, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase, an allowance for loss is recognized based on the expected credit loss over the duration.

Expected credit loss is a weighted average credit loss based on the risk of default. Expected credit loss in a 12-month period represents the expected credit loss arising from possible defaults of the financial instruments within 12 months after the reporting date, and the ongoing expected credit loss represents the expected credit loss arising from all possible defaults of the financial instruments during the expected duration of the financial instruments.

The carrying amount of all financial assets is reduced through an allowance account, except for the allowance for losses on investments in debt instruments measured at fair value through other comprehensive income, which is recognized in other comprehensive income and does not reduce the carrying amount.

  • 23 -

c. Derecognition of financial assets

The difference between the carrying amount of a financial asset carried at amortized cost and the consideration received is recognized in profit or loss when the financial asset is derecognized as a whole. When investments in debt instruments measured at fair value through other comprehensive income are derecognized as a whole, the difference between its carrying amount and the sum of the consideration received plus any cumulative gain or loss recognized in other comprehensive income is recognized in profit or loss. When an investment in an equity instrument that is measured at fair value through other comprehensive income is derecognized as a whole, the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

B. Equity instruments

The debt and equity instruments issued by the Company are classified as financial liabilities or equity pursuant to the contractual agreements and the definition of financial liabilities and equity instruments.

Equity instruments issued by the Company are recognized for an amount after deducting the direct issuing cost from the proceeds collected.

The retrieval of the Company's own equity instruments is recognized and deducted under equity. The Company’s equity purchased, sold, issued, or cancelled is not recognized in the profit or loss.

C. Financial liabilities

  • a. Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

b. Derecognition of financial liabilities

When derecognizing financial liabilities, the difference between the carrying amount and the consideration paid (including any transferred non-cash assets or assumed liabilities) is recognized as profit or loss.

  • (11) Recognition of revenue

The Company, after identifying the performance obligations, had the transaction price amortized to each performance obli gation and recognized as income when the performance obligations were fulfilled.

  • A. Revenue from merchandise sales

Revenue from merchandise sales is derived from sales of food ingredients to franchisees, etc.

  • 24 -

The Company recognizes revenue and accounts receivable at the point of delivery of the franchisee's food ingredients to the franchisee's designated location, when the franchisee has the right to set the price and use the merchandise and has the primary responsibility for the merchandise at the time of sale, and bears the risk of obsolescence of the merchandise.

B. Licensing revenue

The Company’s licensing revenue is generated from the licensing of franchisee chain. The business practice of the Company is to continuously analyze consumers' preferences for products in order to launch new products, conduct pricing analysis and marketing activities, while the franchisee is required to launch new products. Since the aforementioned business practices do not transfer merchandises or services to the franchisee, the nature of the license is to provide the franchisee with access to intellectual property existing during the license period, and the original license fee is recognized as licensing revenue on a straight-line basis over the license period.

(12) Leases

The Company assesses whether or not the arrangement is (or includes) a lease arrangement on the agreement date

A. The Company is the lessor

A lease is classified as a capital lease when the terms of the lease transfer substantially all the risks and rewards incidental to the ownership of the asset to the lessee. All other leases are classified as operating leases.

When the Company subleases a right-of-use asset, the classification of the sublease is determined by the right-of-use asset (not the subject asset). If the primary lease is a short-term lease to which the Company applies the recognition exemption, the sublease is classified as an operating lease.

Lease payments for operating leases upon deduction of lease incentives are recognized as income on a straight-line basis in relevant lease periods. Initial direct costs generated in the acquisition of operating leases are added to the underlying asset carrying amount and recognized as expenses on a straight-line basis in lease periods.

B. The Company is the lessee

Right-of-use assets and lease liabilities are recognized at the lease inception date, except for leases of low-value underlying assets to which the recognition exemption applies and short -term leases for which lease payments are recognized as expenses on a straight-line basis over the lease period.

Right-of-use assets are measured initially at cost (consisting of the original measurement amount of the lease liability, lease

  • 25 -

payments made before the inception date of the lease less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently at cost less accumulated depreciation and accumulated impairment, and the remeasurement of the lease liability is adjusted.

The right-of-use assets are depreciated on a straight-line basis over the period starting from the lease inception date to the end of their useful lives or the expiration of the lease period, whichever is sooner. If ownership of the subject asset will be acquired at the end of the lease period, or if the cost of the right-of-use asset reflects the exercise of a purchase option, depreciation is provided from the lease commencement date to the end of the useful life of the subject asset.

Lease liabilities are measured initially at the present value of lease payments (including fixed payments, effective fixed payments, variable lease payments dependent on indices or rates, and lease termination penalties reflected in the lease period, net of lease incentives received). If the implicit interest rate of the l ease is readily determinable, the lease payments are discounted using that rate. If that rate is not readily determinable, the lessee's incremental borrowing rate is used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is amortized over the lease period. If there is a change in future lease payments due to changes in the lease period, the Company remeasures the lease liability and adjusts the right-of-use asset accordingly. However, if the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. The lease liabilities are expressed separately in the balance sheet.

Rentals under leases that do not depend on changes in indices or rates are recognized as expense in the period in which they are incurred.

(13) Borrowing costs

Borrowing costs directly belonging to acquiring, building or producing assets that meet the requirements are part of the costs of such assets until the completion of all necessary activities that the assets reaching the status of expected use or sale.

The income of a temporary investment with a specific loan that has not yet met the essential requirement of capital expenditure is deducted from the loan cost that meets the essential requirement of capitalization.

In addition to the transaction stated in the preceding paragraph, all other loan costs are recognized as profit and loss upon occurring.

(14) Employee benefits

  • A. Short-term employee benefits

  • 26 -

Liabilities related to short-term employee benefits are measured at the non-discounted amount expected to be paid in exchange for employee services.

B. Retirement benefits

Under defined contribution pension plan, the pension amount appropriated during the service years of the employees is recognized as an expense.

The defined benefit cost (including service cost, net interest and remeasurement) of defined benefit pension plan is actuarially determined using the projected unit credit method. Service cost (including current and prior service cost) and net interest on net defined benefit liabilities (assets) are recognized as employee benefit expense as incurred. Remeasurements (including actuarial gains and losses and return on plan assets, net of interest) are recognized in other comprehensive income and included in retained earnings as incurred and are not reclassified to profit or loss in subsequent periods.

The net defined benefit liability (asset) represents the deficit (remaining) of the defined benefit pension plan appropriation. The net defined benefit asset may not exceed the present value of refunds of appropriations from the plan or reductions in future appropriations.

  • (15) Share-based payment agreement

- Equity Settled Share based Payment Agreement to Employees

For equity-settled share-based payment agreement, expenses are recognized on a straight-line basis over the vesting period based on the fair value of the equity instruments at the date of grant and the best estimate of the number of shares expected to be vested, with a simultaneous adjustment to capital surplus - employee stock options. If gain is realized as of the day of transfer, recognize as expenses in full amount as of the transfer day. The equity-settled share-based payment agreements granted to employees are recognized on the grant date when the number of shares subscribed by employees is determined.

  • (16) Income tax

Income tax expense is the sum of the current income tax and deferred income tax.

A. Current income tax

Additional income tax on unappropriated earnings is calculated in accordance with the provisions of the Income Tax Act of the Republic of China, to be recognized in the year of the shareholder resolution meeting.

The adjustment to prior period income tax payable is booked as current income tax.

  • B. Deferred income tax

  • 27 -

Deferred income tax is computed in accordance with the temporary differences between the book value of assets and liabilities and the tax bases of taxable income.

Deferred income tax liabilities are generally recognized in accordance with all taxable temporary differences. Deferred income tax assets are recognized when there are likely to have taxable income available for deductible temporary difference

All taxable provisional differences relevant to the investment in subsidiaries and affiliates were recognized as deferred income tax liabilities, except an event while the Consolidated Company’ could control the time point of recovery of the control over the provisional difference or while the said provisional difference would be very likely not recoverable in the foreseeable future. The deductible temporary differences related to such investments are recognized as deferred income tax assets when there is likely a sufficient taxable income available for realizing a temporary difference and within the expected reverse in the foreseeable future.

The carrying amount of deferred income tax asset must be reviewed at each balance sheet date. The carrying amount of those that no longer have any sufficient taxable income to recover all or part of the asset, should be adjusted down. Those that are not originally recognized as deferred income tax assets should also be reexamined at each balance sheet date. The carrying amount of those that are likely to generate taxable income in the future for the recovery of all or part of its assets should be adjusted up.

Deferred income tax assets and liabilities are measured in accordance with the expected liability liquidation or the tax rate in the period when the asset is realized. The tax rate is based on the tax rate and tax laws that are legislated or substantively legislated at the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequence resulted from the book value of the assets or liabilities expected to be recovered or liquidated on the balance sheet date.

C. Current and deferred income tax

Current and deferred income taxes are recognized in the profit or loss, except for the current and deferred income taxes related to the items recognized in other comprehensive profit or loss or directly included in the equity are recognized in the other comprehensive profit or loss or directly included in the equity.

5. Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties

When adopting accounting policies, the Company’s management is required to make judgments, estimates and assumptions that are based on historical experience and other factors that are not readily apparent from other sources Actual results may differ from estimates.

  • 28 -

The Company included the economic impact of the COVID-19 outbreak in the consideration of significant accounting estimates, and management will review the estimates and underlying assumptions on an ongoing basis. If a revision of an estimate affects only the current period, it is recognized in the period in which the estimate is revised; if a revision of an accounting estimate affects both the current and future periods, it is recognized in the period in which the estimate is revised and in the future period.

Estimations, and Main Sources of Assumption Uncertainties Useful lives of property, plant and equipment

As described in Note 13, the Consolidated Company reviews the estimated useful lives of property, plant and equipment at each balance sheet date.

6. Cash and cash equivalents

Cash on hand and working capital
Bank checking and demand
deposits
Cash equivalents (investments
with original maturity of less
than 3 months)
Bonds with repurchase
agreement
Bank time deposit
December 31,2021
$ 518
332,481
257,680
200,000
$ 790,679
December 31,2020 December 31,2020







$ 738
342,183
-
-
$ 342,921

The interest rate ranges at the balance sheet date for bank deposits and bonds with repurchase are as follows:

Bank deposits
Bonds with repurchase agreement
December 31,2021
0.001%~0.03%
0.26%~0.3%
December 31,2020
0.001%~0.03%
-

7. Financial instruments at fair value through profit or loss

Mandatorily measured at fair
value through profit or loss
Mixed financial assets
- Structured deposits
December 31,2021
$ 94,302
December 31,2020 December 31,2020
$ -

In 2021, the Company entered into structured time deposit contracts with financial institutions. The structured time deposit includes an embedded derivative that is not closely related to the host contract. As the host contract included in the hybrid contract is an IFRS 9 asset, it is

  • 29 -

assessed as a mandatory classification at fair value through profit or loss for the entire hybrid contract.

8. Financial assets measured at amortized cost

Current
Time deposits with original
maturity over 3 months
December 31,2021
$ 400,374
December 31,2020 December 31,2020
$ 372

As of December 31, 2021 and 2020, the interest rate ranges for time deposits with original maturity over 3 months were 0.33% to 0.59% and 0.41% per annum, respectively. The Company set pledge as loan guarantee, please refer to Note 32.

9. Credit risk management of investments in debt instruments

The Company's investments in debt instruments are classified as financial assets at amortized cost.

December 31, 2021

The Company's investments in debt instruments
financial assets at amortized cost.
December 31, 2021
are classified as are classified as
Total carrying amount
Allowance for losses
Amortized cost
December 31, 2020
Total carrying amount
Allowance for losses
Amortized cost
Measured at
amortized cost
$ 400,374

-
$ 400,374
Measured at
amortized cost


$ 372
-
$ 372

The credit risk of the Company's bank deposits and other financial instruments is measured and monitored by the Company's finance department. Since the Company's trade counterpart and performing party are banks, financial institutions with investment grade or higher, and corporate organizations with good credit ratings, there is no significant doubt about the performance of the contracts and therefore no significant credit risk.

The Company's current credit risk rating mechanism and the total carrying amounts of investments in debt instruments of each credit rating are as follows:

  • 30 -
Credit
rating
Definition Recognition basis
for expected
credit loss
Expected
credit loss
rate
Total carrying
amount as of
December 31,
2021
Total carrying
amount as of
December 31,
2020
Total carrying
amount as of
December 31,
2021
Total carrying
amount as of
December 31,
2020
Total carrying
amount as of
December 31,
2021
Total carrying
amount as of
December 31,
2020
Normal Debtors have low credit risk
and sufficient ability to
repay contractual cash
flow obligations
12-month
expected credit
loss rate
0%~
0.01%
$ 400,374
$ 372

10. Notes receivable, accounts receivable and other receivables

Accounts receivable
Measured at amortized cost
Total carrying amount -
non-related parties
Less: Allowance for losses
Total carrying amount -
related parties (Note 31)
Other receivables
Non-related parties (3)
Related parties (Note 31)
Loan receivable - fixed
interest rate (2)
Others
December 31,2021
$ 70,565
(
477)
$ 70,088
$ 29,658
$ 2,566
$ 25,000

4,406
$ 29,406
December 31,2020 December 31,2020

(






(





$ 64,226

477)
$ 63,749
$ 32,918
$ 1,284
$ 30,000
3,004
$ 33,004
  • (1) Accounts and notes receivable

The Company's sales of merchandises to customers are based on the credit period agreed upon by both parties, and the credit period is 3 to 15 days. In determining the collectability of accounts receivable, the Company considers any changes in the credit quality of accounts receivable from the original credit date to the balance sheet date.

To mitigate credit risk, the Company's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue receivables. In addition, the Company reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been provided for uncollectible receivables. Accordingly, the Company's management believes that the credit risk of the Company has been significantly reduced.

The Company uses the simplified IFRS 9 method to recognize an allowance for losses on accounts receivable based on expected credit losses over the duration of the receivables. The expected credit losses

  • 31 -

for the duration are calculated using an allowance matrix, which takes into account the customer's past default history and current financial condition, the economic situation of the industry, as well as the GDP forecast and industry outlook. Since the credit loss history of the Company shows that there is no significant difference in the loss patterns of different customer groups, the allowance matrix does not further differentiate between customer groups and only uses the number of days to establish accounts receivable to determine the expected credit loss rate.

If there is evidence that the counterparty is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, for example, if the counterparty is in liquidation or the debt has been outstanding for more than 120 days, the Company direct ly writes off the related receivables, but continues the recovery activities, and the amount recovered from the recovery is recognized in profit or loss.

The Company measures the allowance for losses on accounts receivable based on the allowance matrix as follows:

December 31, 2021

030 days
Expected credit
loss rate
0.18%
Total carrying
amount
$ 99,888
Allowance for
losses
( Lifetimes
ECLs)
(
145)

Amortized cost
$ 99,743

December 31, 2020
030 days
Expected credit
loss rate
0.01%
Total carrying
amount
$ 96,961
Allowance for
losses
( Lifetimes
ECLs)
(
394)

Amortized cost
$ 96,567
030 days
Expected credit
loss rate
0.18%
Total carrying
amount
$ 99,888
Allowance for
losses
( Lifetimes
ECLs)
(
145)

Amortized cost
$ 99,743

December 31, 2020
030 days
Expected credit
loss rate
0.01%
Total carrying
amount
$ 96,961
Allowance for
losses
( Lifetimes
ECLs)
(
394)

Amortized cost
$ 96,567
3160
days
30.4%
$ 6

3)

$ 3

3160
days
10.08%
$ 110

10)

$ 100
6190
days
65.39%
$ 180

180)

$ -

6190
days
100%
$ -

-

$ -
91120
days
76.66%
$ 90

90)

$ -

91120
days
100%
$ -

-

$ -
120 days or
more
100%
$ 59
(
59)

$ -

120 days or
more
100%
$ 73
(
73)

$ -
Total

(


(

(

(
$100,223

477)
$ 99,746
Total


Expected credit
loss rate
Total carrying
amount

Allowance for
losses
( Lifetimes
ECLs)

Amortized cost

(

(





(

(
$ 97,144

477)
$ 96,667

The above is an aging analysis based on the posting date

The changes in the allowance for losses on accounts receivable were as follows:

  • 32 -
Balance at the beginning of the
year
Balance at the end of the year
Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 477
$ 477
2020
$ 477
$ 477
  • (2) Other receivables - loan receivables

The interest rate exposure and contract maturities of the Company's loan receivables are as follows:

Loan receivables
No more than 1 year
December 31,2021
$ 25,000
December 31,2020 December 31,2020
$ 30,000

The following is the content of the loan receivables.

Loans receivable of
NT$30,000 thousand

Loans receivable of
NT$25,000 thousand
Maturitydate

May 4, 2021
April 19, 2022
Collaterals
None
None

Effective
interest rate
-

-


December 31,
2021
$ -


25,000

$ 25,000
December 31,
2020
December 31,
2020




$ 30,000
-
$ 30,000

(3) Other receivables

To mitigate credit risk, the Company's management assigns a dedicated team to determine credit limits, approve credit facilities and other monitoring procedures to ensure that appropriate actions are taken to collect overdue receivables. In addition, the Company reviews the recoverable amounts of other receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been provided for uncollectible other receivables.

11. Inventories

Raw materials
Semi-finished products
Finished goods
Merchandise inventories
December 31,2021
$ 126,786
9,939
15,011

16,690
$ 168,426
December 31,2020 December 31,2020




$ 115,283
4,927
11,780
12,174
$ 144,164

The nature of cost of goods sold is as follows:

Cost of inventories sold
Loss on decline in value of
inventories
Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 2,763,440
-
$ 2,763,440
2020




$ 2,326,576
5,295
$ 2,331,871
  • 33 -

12. Investments accounted for using equity method

Investment in subsidiaries
Investment in subsidiaries
Bafang Yunji Restaurant Co., Ltd.
Bafang Yunji (Samoa)
International Co., Ltd.
Fang Sin International Trading
Co., Ltd.
Bafang Co., Ltd.
Bafang Yunji International (USA)
Limited
Dante Coffee & Foods Co., Ltd.
Name of subsidiary
Bafang Yunji Restaurant Co., Ltd.
Bafang Yunji (Samoa)
International Co., Ltd.
Fang Sin International Trading
Co., Ltd.
Bafang Co., Ltd.
Bafang Yunji International (USA)
Limited
Dante Coffee & Foods Co., Ltd.
December 31,2021
December 31,2020
$ 820,136
$ 803,685
December 31,2021
December 31,2020
$ 192,468
$ 203,024
420,472
352,733
43,960
41,857
59,035
68,906
59,896
71,064

44,305

66,101
$ 820,136
$ 803,685
Percentage of ownershipand votingrights
December 31,2020
$ 803,685
December 31,2020
December 31,2021
100%
100%
100%
100%
100%
85.29%
December 31,2020
100%
100%
100%
100%
100%
69.02%

Investments accounted for using the equity method and the calculation of the Company’s share of profit or loss and other comprehensive income of the investments are based on the financi al statements of each of the subsidiaries for the same period attested by CPAs

In 2020, the Company increased capital of its 100%-owned Fang Sin International Trading Co., Ltd. by cash for a total of $30,000 thousand.

In December 2020, the Company invested $74,114 thousand by cash in Bafang Yunji International (USA) Limited, which is 100% owned by the Company.

On November 3, 2020, the Company acquired 69.02% of the shares of Dante Coffee & Foods Co., Ltd. with $65,704 thousand. On July 15, 2021, the Company acquired 16.27% of the equity for $21,216 thousand. Please refer to Notes 33 and 34 to the Company's consolidated financial statements for 2021.

For the details of the indirect investment in subsidiaries, please refer to Notes 36, Exhibits 4 and 5.

  • 34 -

13. Property, plant and equipment

Self-use

December 31, 2021 December 31, 2020 $ 1,019,787 $ 1,002,018

Self-use

Self-use
Cost
Balance at January 1, 2021

Addition
Reclassification
Disposal

Balance at December 31,
2021

Accumulated depreciation
Balance at January 1, 2021

Depreciation expenses
Reclassification
Disposal

Balance at December 31,
2021

Net amount at December
31, 2021

Cost
Balance at January 1, 2020

Addition
Reclassification
Disposal

Balance at December 31,
2020

Accumulated depreciation
Balance at January 1, 2020

Depreciation expenses
Reclassification
Disposal

Balance at December 31,
2020

Net amount at December
31, 2020
Land Building and
construction
Machinery
equipment
Office
equipment
Transportation
equipment
Leasehold
improvements
O ther equipment
c
Unfinished
onstruction and
equipment
pending
acceptance
Total













$ 368,741

-
-

-

$ 368,741

$ -

-
-

-

$ -

$ 368,741

$ 368,741

-
-

-

$ 368,741

$ -

-
-

-

$ -

$ 368,741













$ 356,039

7,867
53,770

-

$ 417,676

$ 58,069

18,775
-

-

$ 76,844

$ 340,832

$ 337,913

1,004
17,122

-

$ 356,039

$ 40,623

17,446
-

-

$ 58,069

$ 297,970


(


(




(


(

$ 365,089

41,663

19,982

2,345)

$ 424,389

$ 156,066

50,391
-

2,277)

$ 204,180

$ 220,209

$ 314,159

6,911

49,212

5,193)

$ 365,089

$ 112,632

43,879
-

445)

$ 156,066

$ 209,023













$ 34,284

7,652
2,344
(
1,357)

$ 42,923

$ 21,925

5,886
-
(
1,311)

$ 26,500

$ 16,423

$ 29,332

2,156
3,126
(
330)

$ 34,284

$ 16,675

5,547
-
(
297)

$ 21,925

$ 12,359













$ 31,939

245
-

-

$ 32,184

$ 11,806

4,787
-

-

$ 16,593

$ 15,591

$ 29,643

94
2,438
(
236)

$ 31,939

$ 7,593

4,449
-
(
236)

$ 11,806

$ 20,133

(











$ 34,184

5,648
847

715)

$ 39,964

$ 23,559

6,482
-
(
673)

$ 29,368

$ 10,596

$ 32,231

628
1,325

-

$ 34,184

$ 18,122

5,437
-

-

$ 23,559

$ 10,625


(


(




(


(

$ 68,331

2,928

2,034


1,498)

$ 71,795

$ 29,003

9,585
-

1,295)

$ 37,293

$ 34,502

$ 63,045

3,711

1,813


238)

$ 68,331

$ 20,435

8,806
-

238)

$ 29,003

$ 39,328

(







(





$ 43,839

24,795

55,741 )

-

$ 12,893

$ -

-
-

-

$ -

$ 12,893

$ 16,682

41,763

14,606 )

-

$ 43,839

$ -

-
-

-

$ -

$ 43,839
$ 1,302,446
90,798

23,236
(
5,915)
$ 1,410,565
$ 300,428
95,906
-
(
5,556)
$ 390,778
$ 1,019,787
$ 1,191,746
56,267

60,430
(
5,997)
$ 1,302,446
$ 216,080
85,564
-
(
1,216)
$ 300,428
$ 1,002,018

There was no indication of impairment of property, plant and equipment listed above in 2021 and 2020 as assessed by management.

Depreciation expense is provided on a straight-line basis over the following useful lives:

preciation expense is provided on a
ng useful lives:
straight-line basi
Building and construction
Plant main building 22 to 50 years
Wastewater treatment equipment 10 years
Renovation construction 4 to 5 years
Machinery equipment 1 to 7 years
Office equipment 1 to 10 years
Transportation equipment 1 to 7 years
Leasehold improvements 2 to 7 years
Other equipment 3 to 15 years

For property, plant and equipment pledged as collateral for loans by the Company, please refer to Note 32.

14. Lease agreements

  • (1) Right-of-use assets

  • 35 -

December 31, 2021

December 31, 2020

Carrying amount of
right-of-use assets
Land
Building
Transportation equipment
Addition of right-of-use assets.
Land
Building
Transportation equipment
Depreciation expenses of
right-of-use assets
Land
Building
Transportation equipment



$ 58,186
$ 36,079
60,681
65,829
125,109
105,015
$ 243,976
$ 206,923
Year ended December 31,
$ 58,186
$ 36,079
60,681
65,829
125,109
105,015
$ 243,976
$ 206,923
Year ended December 31,
$ 58,186
$ 36,079
60,681
65,829
125,109
105,015
$ 243,976
$ 206,923
Year ended December 31,
2021
$ 24,515
8,054
58,522
$ 91,091
$ 2,408
13,202
38,428
$ 54,038
2020











$ 36,536
7,845
70,268
$ 114,649
$ 457
11,778
30,260
$ 42,495
  • (2) Lease liabilities
Lease liabilities
Carry amount of lease
liabilities
Current
Non-current
December 31,2021
$ 53,838
$ 167,042
December 31,2020


$ 43,366
$ 146,121

The discount rate range for lease liabilities is as follows

Land
Building
Transportation equipment
December 31,2021
1.42%
1.25%~1.7%
1.25%~1.7%
December 31,2020
1.42%
1.25%~1.7%
1.25%~1.7%
  • (3) Significant lease activities and terms

The Company leases certain land and buildings as plants and offices with lease periods from 2011 to 2041, upon termination of which, the Company has no bargain purchase option for the leased buildings.

  • (4) Information on other leases
buildings.
Information on other leases
Lease expenses for low-value
assets
Total cash (outflows) from
leases
Year ended December 31,
2021
$ 275
$ 55,951)
2020

(

(
$ 647
$ 59,884)
  • 36 -

The Company elected to apply the exemption from recognition to certain office equipment leases that qualify as low-value asset leases and did not recognize the related right-of-use assets and lease liabilities for these leases.

All lease commitments with lease periods beginning after the balance sheet date are as follows:

December 31, 2021 December 31, 2020 Lease commitments $ 121,800 $ -

15. Other intangible assets

Cost
Balance at the beginning of the
year
Acquired separately
Disposal
Balance at the end of the year
Accumulated depreciations
Balance at the beginning of the
year
Amortization expenses
Disposal
Balance at the end of the year
Net amount at the end of the year
Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 14,127
3,418

7)
$ 17,538
$ 9,899
1,726

7)
$ 11,618
$ 5,920
2020

(


(


(


(

$ 12,365
1,822

60)
$ 14,127
$ 8,248
1,711

60)
$ 9,899
$ 4,228

Amortization expense is provided on a straight-line basis over the following useful lives:

Computer software costs

5 to 10 years

16. Prepayments

epayments
Prepaid rental
Prepayments for goods
Prepaid insurance
Others
December 31,2021
$ 468
56,158
920

11,537
$ 69,083
December 31,2020




$ 466
38,864
1,073
12,462
$ 52,865
  1. Other assets

  2. 37 -

Current
Other financial assets (1)
Temporary payments
Payments for others
Non-current
Prepayments for equipment (2)
Refundable deposits (3)
December 31,2021
$ 8,363
252

59
$ 8,674
$ 39,690
$ 42,856
December 31,2020 December 31,2020








$ -
93
6
$ 99
$ 45,462
$ 37,096
  • (1) Other financial assets - restricted bank deposits

The Company's other financial assets-restricted bank demand deposits are mainly trust lodgments for gift certificates, as described in Note 32.

  • (2) Prepayments for equipment

The Company’s prepayments for equipment are advanced payments for the purchase of property, plant and equipment used in the production of products or services.

  • (3) Refundable deposits

The refundable deposits are cash pledges provided by the Company under lease agreements.

  1. Short-term loans

  2. (1) Short-term loans

Short-term loans
Secured loans (Note 32)
Bank loans
December 31,2021
$ 27,000
December 31,2020
$ 70,000

The bank loans were secured by pledges of the Company's own land and buildings, with effective interest rates ranging from 1.16% and 1.2% per annum respectively as of December 31, 2021 and 2020. T he amount drawn was used for short-term operating turnover and material purchases.

  • (2) Long-term loans
Long-term loans
Secured loans (Note 32)
Bank of Taiwan
Mortgaged loans
Maturity
date
2019.4.1-
2021.4.1
Material terms
The total borrowing
amount is $50,000
thousand. The
principal is repayable
in one lump sum upon
maturity and interest
is charged monthly.
Effective
interest
rate
1.2%
December 31,
2021
$ -
December 31,
2020
$ 50,000

(Continued on next page)

  • 38 -

(Continued from previous page)

Mega International
Commercial Bank
Mortgaged loans
Less: current portion
Long-term bank loans
Maturity
date
2018.7.5-
2025.7.4
Material terms
The total borrowing
amount is $70,000
thousand and the
principal is repayable
in 84 equal
installments from the
date of borrowing
(2018.7.5), with
interest charged
monthly.
Effective
interest
rate
1.17%

December 31,
2021
$ 35,819

(
9,996)

$ 25,823
December 31,
2020
December 31,
2020

(

(
$ 45,815

59,996)
$ 35,819

Bank loans are secured by pledges of the Company's own land, buildings and construction and equipment.

19. Notes payable and accounts payable

Notes payable
Incurred as a result of operations -
non-related parties
Accounts payable
Incurred as a result of operations -
non-related parties
Incurred as a result of operations -
related parties
December 31,2021
$ 1,000
$ 162,388

3,101
$ 165,489
December 31,2020 December 31,2020






$ -
$ 140,278
3,602
$ 143,880

The average credit period for the purchase of raw materials is 30 to 60 days.

20. Other liabilities

Current
Other payables
Salaries payable and bonus
Remuneration payable to
employees and directors
and supervisors
Insurance premiums payable
Retirement benefits payable
Equipment payables
Business tax payable
Service expenses payable
December 31,2021
$ 110,432
15,000
7,745
4,898
4,529
18,398
1,242
December 31,2020
$ 110,784
19,200
7,336
4,610
6,639
17,609
1,157

(Continued on next page)

  • 39 -

(Continued from previous page)

ed from previous page)
Dividends payable
Others
Other payables - related parties
Marketing and advertising
expenses payable
Others
Other liabilities - current
Financial liabilities
Advanced receipts
Temporary receipts
Receipts under custody
December 31,2021
$ 150,112

24,584
$ 336,940
$ 8,474

2,468
$ 10,942
$ 2,575
11
1,082

2,586
$ 6,254
December 31,2020
















$ -
28,113
$ 195,448
$ 9,419
1,340
$ 10,759
$ -
-
15
2,086
$ 2,101

21. Retirement benefit plans

  • (1) Defined contribution plan

The Company’s pension plan under the Labor Pension Act is a government-administered defined contribution pension plan, which requires the Company to contribute 6% of employees' monthly salaries to the individual accounts of the Bureau of Labor Insurance. The Company recognized pension costs of $19,310 thousand and $16,964 thousand for 2021 and 2020, respectively.

(2) Defined benefit plan

The pension plan of the Company under the Labor Standards Act of the ROC is a government-administered defined benefit pension plan. Employees' pension payments are based on the average salary for the six months before the date of retirement. The Company contributes 4% of the employees' monthly salaries to the pension fund, which is deposited in the name of the Supervisory Committee of Labor Retirement Reserve in a dedicated account in the Bank of Taiwan. Before the end of the year, if the estimated balance in the accoun t is not sufficient to pay the employees who are expected to meet the retirement criteria in the following year, the difference will be made up in one lump sum by the end of March of the following year. The Company does not have the right to influence the investment management strategy as the dedicated account is entrusted to be administered by the Bureau of Labor Funds of the Ministry of Labor.

The amounts of defined benefit plan included in the parent company only balance sheet are shown as follows:

  • 40 -
Present value of defined benefit
obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,2021
$ 13,034
(
8,060)
$ 4,974
December 31,2020 December 31,2020

(

(
$ 12,896
7,398)
$ 5,498

Changes in net defined benefit liabilities are as follows:

January 1, 2020

Service costs
Interest expenses (income)
Recognized in profit or loss

Remeasurement
Actuarial gains (losses)
from changes in
demographic assumptions
Return on planned assets
(other than the amount
included in net interest)
Actuarial gains - changes
in financial assumptions
Actuarial gains -
adjustments through
experience

Recognized in other
comprehensive income

Contribution from the
employer

December 31, 2020

January 1, 2021

Service costs
Interest expenses (income)
Recognized in profit or loss

Remeasurement
Actuarial gains (losses)
from changes in
demographic assumptions
Return on planned assets
(other than the amount
included in net interest)
Actuarial gains - changes
in financial assumptions

Actuarial gains -
adjustments through
experience

(Continued on next page)
Present value of
defined benefit
obligations
$ 10,819


108


108


111
-

965

893


1,969


-

$ 12,896

$ 12,896


64


64


440
-

(
767 )

401
Fair value of
plan assets
($ 6,623)

(
69)

(
69)

-
(
192 )
-

-

(
192)

(
514)

($ 7,398)

($ 7,398)

(
38)

(
38)

-
(
92 )

-


-
Net defined
benefit liabilities
$ 4,196

39

39
111
(
192 )
965

893

1,777
(
514)
$ 5,498
$ 5,498

26

26
440
(
92 )
(
767 )

401
  • 41 -

(Continued from previous page)

Recognized in other
comprehensive income

Contribution from the
employer

December 31, 2021
Present value of
defined benefit
obligations
$ 74


-

$ 13,034
Fair value of
plan assets
($ 92)

(
532)

($ 8,060)
Net defined
benefit liabilities
Net defined
benefit liabilities


(
(
(
(
(
$ 18)

532)
$ 4,974

The amounts recognized in profit or loss for defined benefit plan are summarized by function as follows:

Operating expenses Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 26
2020
$ 39

The Company is exposed to the following risks as a result of the pension system under the “Labor Standards Act”:

  • A. Investment risk: The Bureau of Labor Funds, Ministry of Labor invests the labor pension fund in domestic and foreign equity securities, debt securities, and bank deposits through its own management or entrusted third parties, but the amount allo cated to the Company's plan assets is based on the income at a rate no less than the local bank's 2-year time deposit rate.

  • B. Interest rate risk: A decrease in interest rates on government bonds will increase the present value of the defined benefit obligation, but the return on debt investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.

  • C. Salary Risk: The present value of the defined benefit obligation is calculated by reference to the future salary of the plan member. Therefore, increases in plan member’s salary will result in an increase in the present value of the defined benefit obligation.

The present value of the Company's defined benefit obligation was actuarially determined by a qualified actuary and the significant assumptions at the measurement date were as follows.

Discount rate
Expected rate of salary increase
December 31,2021
0.875%
3%
December 31,2020
0.5%
3%

The amount by which the present value of the defined benefit obligation would increase (decrease) if there are reasonable possible changes in significant actuarial assumptions, with all other assumptions held constant, is as follows:

  • 42 -
Discount rate
Increase by 0.25%
Decrease by 0.25%
Expected rate of salary increase
Increase by 0.25%
Decrease by 0.25%
December 31,2021
($ 486)
$ 513
$ 494
($ 472)
December 31,2020 December 31,2020
(


(
(


(
$ 495)
$ 522
$ 501
$ 479)

The sensitivity analysis above may not reflect actual changes in the present value of the defined benefit obligation because the actuarial assumptions may be correlated and changes in only one assumption are not feasible.

not feasible.
The expected contributions to
the plan for the next year
Average duration to maturity of
defined benefit obligations
December 31,2021
$ 550
17.6 years
December 31,2020
$ 539
15.7 years

22. Equity

  • (1) Share capital Common stock
Share capital
Common stock
Authorized number of shares
(in thousands)
Authorized share capital
Number of issued and fully
paid shares (in thousands)
Issued share capital
December 31,2021

100,000
$ 1,000,000

66,045
$ 660,448
December 31,2020






100,000
$ 1,000,000
60,045
$ 600,448

The issued common stock has a par value of $10 per share and each share has one voting right and is entitled to receive dividends.

On July 20, 2021, the Board of Directors resolved to increase capital by cash with issuance of 6,000 thousand shares of common stock at a par value of $10 per share and at a premium of $155 per share, resulting in a paid-in capital of NT$660,448 thousand after the capital increase. The registration of the aforementioned cash capital increase was approved into effect by the Taiwan Stock Exchange Corporation on August 4, 2021, and the Board of Directors authoriz ed the Chairperson to decide on September 7, 2021 as the base date for the capital increase and the change registration was approved by the Department of Commerce, Ministry of Economic Affairs on September 30, 2021.

  • 43 -

(2) Capital surplus

December 31, 2021

December 31, 2020

For loss make-up, payment in
cash or capitalization as
equity (A)
Share issue premium

Difference between the actual
acquisition price and the
book value of the subsidiary
Employee share-based payment
remuneration costs
Lapsed employee stock options


Not for any purpose
Employee stock options

$ 924,436

-
22,735
132

947,303

23,016

$ 970,319
$ 3,235
2,925
22,735
-
28,895
5,754
$ 34,649
  • A. Such capital surplus may be used to make up for losses or, when the Company has no losses, to distribute cash or to capitalize equity, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.

  • (3) Retained Earnings and Dividend Policy

In accordance with the earnings distribution policy of the Company’s Articles of Incorporation, the surplus earning distribution or losses make-up proposal may be made after the end of each semi-annual fiscal year. The Board of Directors shall resolve the distribution of earnings in cash, and the shareholders' meeting shall resolve the distribution of earnings by issuing new shares.

In accordance with the earnings distribution policy of the Company's Articles of Incorporation, if there are any surplus earnings as indicated in the final accounting results, the Company shall first pay tax and make up for the accumulated losses, and then set aside 10% as legal reserve, except when the accumulated legal reserve has reached the amount of the Company's paid-in capital, and the rest shall be set aside as special reserve or offset by reversal of special reserve as required by law; If there are still remaining earnings, the Board of Directors shall prepare a proposal for the distribution of the remainder together with the accumulated undistributed earnings, and submit it to the shareholders’ meeting for resolution on the distribution of dividends to shareholders In accordance with the earnings distribution policy of the Company’s Articles of Incorporation, the Board of Directors is authorized to distribute dividends and bonuses, or all or part of the legal reserve and capital surplus as provided in paragraph 1, Article 241 of the Company Act, to shareholders in cash by a resolution with the attendance of a majority of the directors and the approval of at least two-thirds of the directors present and report to the shareholders' meeting.

  • 44 -

The Company's policy on the distribution of remuneration to employees and remuneration to directors as stipulated in the Company's Articles of Incorporation is described in Note 24(7) Remuneration to Employees, Directors and Supervisors

The Company is in a growth stage and its dividend policy is based on the different stages of Company's business development, profitability, medium- and long-term financial capital budget planning, and shareholders' interests, and other factors. Dividends are paid in the form of stock dividends or cash dividends as appropriate. No less than 20% of the available-for-distribution earnings is appropriated annually as stockholders' dividends, of which no less than 20% of the total dividends should be in cash.

The legal reserve should be appropriated until the balance reaches the total paid-in capital of the Company. The legal reserve may be used to make up for losses If the Company has no losses, the excess of legal reserve over 25% of the paid-in capital may be capitalized as equity or distributed in cash

The Company has provided and reversed the special reserve in accordance with the letter Jin-Guan-Zheng-Fa-Zi No. 1010012865 and the provisions of the "Questions and Answers on the Application of International Financial Reporting Standards (IFRSs) to the Provision of Special Reserve". Prior to the amendment of the Articles of Incorporation, the Company provided for special reserve from undistributed earnings from prior periods in accordance with the law.

The Board of Directors resolved the earnings distribution for 2021 and 2020 as follows:

and 2020 as follows:
Board of Directors'
resolution date
Legal reserve

Special reserve

Cash dividends

Cash dividends per share
(NT$)
January 1 to
June 30,2021
August 10, 2021
$ 28,256

$ 8,984

$ 150,112

$ 2.27
July 1 to
December 31,
2020
April 13, 2021
$ 63,219

$ 12,344

$ 390,291

$ 6.50
January 1 to
June 30,20210
August 13, 2020
$ -
$ -
$ -
$ -

The Board of Directors' meeting on March 22, 2022 proposed the following earnings distribution for the second half of 2021.

following earnings distribution for the second half of 2021. 2021.
Legal reserve
Special reserve
Cash dividends
Cash dividends per share
(NT$)
July 1 to
December 31,2021



$ 25,284
$ 5,666
$ 279,179
$ 4.23
  • 45 -

The above cash dividends have been approved by the Board of Directors, and the rest are subject to the resolution of the shareholders' meeting scheduled to be held on June 15, 2022

  • (4) Special reserve
Special reserve
Balance at the beginning of the
year
Provision for special reserve
Provision for deductions to
other equity items
Balance at the end of the year
Year ended December 31,
2021
$ 27,261
21,328
$ 48,589
2020




$ 12,958
14,303
$ 27,261
  • (5) Other equity items

Exchange differences on translation of financial statements of foreign operations

operations
Year ended December 31,
2021 2020
Balance at the beginning of the
year ( $ 39,605 ) ( $ 27,261 )
Exchange differences on
translation of financial
statements of foreign operations ( 18,314 ) ( 15,431 )
Income tax related to translation of
financial statements of foreign
operations 3,664 3,087
Balance at the end of the year ($ 54,255) ($ 39,605)
The translation differences arising from the translation of the
financial statements of foreign operations from their functional
currencies to the Company's presentation currency (i.e., NTD) are
recognized directly in the exchange differences on translation of
financial statements of foreign operations under other comprehensive
income.

23. Revenue

income.
venue
Revenue from customer contracts
Revenue from merchandise sales
Licensing revenue
Year ended December 31,
2021
$ 4,004,912
11,032
$ 4,015,944
2020




$ 3,551,270
3,049
$ 3,554,319

(1) Description of customer contracts

A. Revenue from merchandise sales

The revenue from merchandise sales is derived from the sale of food ingredients used by franchisees to manufacture and sell related products. The Company recognizes revenue and accounts

  • 46 -

receivable at the point when the products and the food ingredients delivered to the franchisee's designated location, as the customer has the right to set the price and use the merchandise and has the primary responsibility for the merchandise at the time of resale, and bears the risk of obsolescence of the merchandise. Revenue from merchandise sales is based on contract agreements with fixed prices.

B. Licensing revenue

Licensing revenue is the licensing revenue received by the Company from franchisees. The nature of licensing is to provide franchisees with access to intellectual property that exists during the licensing period.

  • (2) Contract balance
Contract balance
Notes receivable and
accounts receivable
(Note 10)
December 31,
2021
$ 99,746
December 31,
2020

$ 96,667
January1,2020
$ 68,180
  • (3) Disaggregation of revenue from contracts with customers
Revenue from customer
contracts
Revenue from merchandise
sales
Licensing revenue
Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 4,004,912
11,032
$ 4,015,944
2020




$ 3,551,270
3,049
$ 3,554,319

24. Net profit from continuing operations

  • (1) Interest income
Interest income
Bank deposits Year ended December 31,
2021
$ 834
2020
$ 361
  • (2) Other income
Other income
Rental income
Other operating Rental
Manpower dispatch income
Others
Year ended December 31,
2021
$ 940
3,872
12,563
$ 17,375
2020




$ 708
1,215
10,595
$ 12,518
  • 47 -

  • (3) Other gains and losses

Other gains and losses
Loss on disposal of property,
plant and equipment
Net foreign currency exchange
loss
Lease modification losses
Loss on financial assets at fair
value through profit or loss
Others
Year ended December 31,
2021
( $ 316 )
(
548 )
-
(
66 )
(
215)
($ 1,145)
2020
( $ 283 )
(
48 )
(
55 )
-
(
1,501)
($ 1,887)

(4) Financial costs

Financial costs
Interest on bank loans
Interest on lease liabilities
Year ended December 31,
2021
$ 1,159
2,974
$ 4,133
2020




$ 1,870
1,962
$ 3,832

No interest was capitalized in 2021 and 2020 of the Company.

  • (5) Depreciation and amortization
Depreciation and amortization
Depreciation expenses
summarized by function
Operating costs
Operating expenses
Amortization expenses
summarized by function
Operating costs
Selling expenses
Administrative expenses
Year ended December 31,
2021
$ 89,731
60,213
$ 149,944
113
34
1,579
$ 1,726
2020








$ 80,525
47,534
$ 128,059
116
89
1,506
$ 1,711
  • (6) Employee benefit expenses
Employee benefit expenses
Short-term employee benefits
Retirement benefits (Note 21)
Defined contribution plan
Defined benefit plan
Share-based payment
Equity settlement
Total employee benefit
expenses
Year ended December 31,
2021
$ 537,180
19,310
26
25,628
$ 582,144
2020




$ 494,720
16,964
39
5,754
$ 517,477
  • 48 -
Summarized by function
Operating costs
Operating expenses
Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 246,955
335,189
$ 582,144
2020




$ 215,153
302,324
$ 517,477
  • (7) Remuneration to employees, directors and supervisors

In accordance with the provision of the Articles of Incorporation, the Company shall use the current year's pre-tax profit before the distribution of the remuneration to employees and directors to make up for the accumulated loss, and if there is any remaining balance, the Company shall appropriate not less than 1% as employees' remuneration and not more than 1% as directors' remuneration The remuneration to employees , directors and supervisors for 2021 and 2020 were resolved by the Board of Directors on March 22, 2022 and April 8, 2021, respectively, as follows

Estimated percentage

Estimated percentage
Remuneration to employees
Remuneration to directors and
supervisors
Year ended December 31,
2021
1.43%
0.71%
2020
1.57%
0.82%

Amount

Amount
Remuneration to employees
Remuneration to directors and
supervisors
Year ended December 31,
2021
Cash
$ 10,000
5,000
2020
Cash
$ 12,600
6,600

If there is any change in the amount after the publication of the annual parent company only financial statements, it will be handled as a change in accounting estimate and the adjustment will be posted in the next year.

The actual amounts of remuneration to employees, directors and supervisors in 2020 and 2019 did not differ from the amounts recognized in the financial statements in 2020 and 2019.

For information on remuneration to employees, directors and supervisors resolved by the Board of Directors, please visit the Market Observation Post System.

25. Income tax for continuing operations

  • (1) Major components of income tax expense recognized in profit or loss

  • 49 -

Year ended December 31,
2021
2020
Income tax for the current year
Generated in the current
year
$ 124,594
$ 140,277
Surtax on undistributed
earnings
8,317
3,428
Adjustments to prior years
(
3,005)
(
376)
129,906
143,329
Deferred income tax
Generated in the current
year

13,098

8,102
Income tax expense recognized
in profit or loss
$ 143,004
$ 151,431
The reconciliation of accounting income to income tax expense is
as follows:
Year ended December 31,
2021
2020
Net income before tax from
continuing operations
$ 684,345
$ 785,042
Income tax expense at
statutory tax rate on net
profit before tax
$ 136,869
$ 157,008
Non-taxable income
823
(
8,629 )
Surtax on undistributed
earnings
8,317
3,428
Current income tax expense of
prior years is adjusted in the
current year.
(
3,005)
(
376)
Income tax expense recognized
in profit or loss
$ 143,004
$ 151,431
Income tax recognized in other comprehensive income
Year ended December 31,
2021
2020
Deferred income tax
Generated in the current year
- Exchange differences from
foreign operations
$ 3,664
$ 3,087
- Remeasurement of defined
benefit plan
(
3)

355
Income tax recognized in other
comprehensive income
$ 3,661
$ 3,442
Year ended December 31, Year ended December 31, Year ended December 31,
2020
2021
$ 3,664

3)
$ 3,661
2020

(


$ 3,087
355
$ 3,442

The reconciliation of accounting income to income tax expense is as follows:

  • (2) Income tax recognized in other comprehensive income

  • (3) Current income tax assets and liabilities

  • 50 -

Current income tax liabilities
Income tax payable
December 31,2021
$ 62,697
December 31,2020 December 31,2020
$ 80,868
  • (4) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities are as follows:

For the year ended December 31, 2021

Deferred income tax assets
Temporary differences
Unrealized loss on
decline in value of
inventories
Unrealized doubtful
accounts expense
Undistributed earnings of
subsidiaries
Exchange differences
from foreign operations
Defined benefit plan


Deferred income tax liabilities
Temporary differences
Payment differences of
defined contribution plan
Unrealized exchange
gains
Balance at the
beginning of
theyear

$ 1,714

22
27,218

9,902

1,317

$ 40,173


( $ 464 )

(
36)

($ 500)
Recognized in
profit or loss
$ -

-
( 13,004 )
-

-

($ 13,004)

( $ 102 )


8

($ 94 )

Recognized in
other
comprehensive
income
$ -

-
-

3,664

(
3)

$ 3,661

$ -


-

$ -
Balance at the
end of theyear
Balance at the
end of theyear






(
(
(

(

(
(

(

(








(
(
(
$ 1,714
22
14,214
13,566
1,314
$ 30,830
$ 566 )
28)
$ 594)

For the year ended December 31, 2020

Deferred income tax assets
Temporary differences
Unrealized loss on
decline in value of
inventories
Unrealized doubtful
accounts expense
Undistributed earnings of
subsidiaries
Exchange differences
from foreign operations
Defined benefit plan

Balance at the
beginning of
theyear

$ 655

22
36,253

6,815

962

$ 44,707
Recognized in
profit or loss
$ 1,059

-
(
9,035 )
-

-

($ 7,976)

Recognized in
other
comprehensive
income
$ -

-
-

3,087

355

$ 3,442
Balance at the
end of theyear
Balance at the
end of theyear





(

(





$ 1,714
22
27,218
9,902
1,317
$ 40,173

(Continued on next page)

  • 51 -

(Continued from previous page)

Deferred income tax liabilities
Temporary differences
Payment differences of
defined contribution plan
Unrealized exchange
gains
Balance at the
beginning of
theyear

( $ 369 )

(
5)

($ 374)
Recognized in
profit or loss
( $ 95 )

(
31)

($ 126)

Recognized in
other
comprehensive
income
$ -


-

$ -
Balance at the
end of theyear
Balance at the
end of theyear

(
(
(
(
(
(


(
(
(
$ 464 )
36)
$ 500)

(5) Income tax assessment status

The income tax returns of the Company had been assessed by the tax authorities through 2019.

26. Earnings per share (EPS)

rnings per share (EPS)
Basic earnings per share
Diluted earnings per share
Unit: NT$ per share
Year ended December 31,
2021
$ 8.74
$ 8.68
2020


$ 10.55
$ 10.53

Earnings and the weighted-average number of shares of common stock used to calculate earnings per share were as follows:

Net profit for the year

Net profit for the year
Net profit used to calculate diluted
earnings per share
Impact of potential common stock
with dilutive effect:
Remuneration to employees
Net profit used to calculate diluted
earnings per share
Year ended December 31,
2021
$ 541,341
-
$ 541,341
2020




$ 633,611
-
$ 633,611

Number of shares

  • 52 -
Weighted-average number of
shares of common stock used to
calculate basic earnings per
share
Impact of potential common stock
with dilutive effect:
Remuneration to employees
Employee stock options
Weighted-average number of
shares of common stock used to
calculate diluted earnings per
share
Unit: In thousands of shares
Year ended December 31,
2021
2020
61,952
60,045
98
155
302

-
62,352

60,200
Unit: In thousands of shares
Year ended December 31,
2021
2020
61,952
60,045
98
155
302

-
62,352

60,200
2021
61,952
98
302
62,352


If the Company has the option to pay remuneration to employees in stock or cash, the calculation of diluted earnings per share will adopt the assumption that employee remuneration will be paid in stock and is included in the weighted-average number of shares of common shares outstanding for the purpose of calculating diluted earnings per share when the potential common shares have a dilutive effect. The dilutive effect of these potential common shares will continue to be considered in the calculation of diluted earnings per share prior to the issuance of shares in the following year's resolution for remuneration to employees.

27. Share-based payment agreement

(1) The Company’s employee stock option plan

In September 2020, the Company granted 600 thousand units of stock options to employees, each unit of which is entitled to one share of common stock. The grant was made to employees of the Company and its subsidiaries who meet certain criteria. The stock options are granted for a duration of 5 years, and the holders of the stock options can exercise a certain percentage of the stock options granted after 2 years from the date of grant. The exercise price of the stock options is the closing price of the Company's common stock on the date of issuance. In the event of a change in the Company's common stock after the issuance of the stock options, the exercise price of the stock options shall be adjusted in accordance with the prescribed formula.

Information on employee stock options is as follows:

  • 53 -
Employee stock options
Outstanding at the
beginning of the year
Granted in the year

Outstanding at the end of
the year
Exercisable at the end of
the year
Weighted average fair value
of options granted in the
year (NT$)
Year ended December 31, Year ended December 31, Year ended December 31, Year ended December 31,
2020
Unit: (In
thousands)
600
-
600
-
$ 72.12
Unit: (In
thousands)

-
600
600
-
$ 72.12
Weighted
average
exercise
price
(NT$)







$ -
30

Information on employee stock options outstanding is as follows:

Range of exercise price (NT$)
Weighted average remaining
contract period (years)
December 31,2021
$ 30
3.67 years
December 31,2020
$ 30
4.67 years

The Company used the Black-Scholes valuation model for all employee stock options granted in September 2020, and the input values used in the valuation model were as follows:

Share price on grant date
Exercise price
Expected volatility
Duration
Expected dividend yield
Risk-free interest rate
September 2020
124.2 years
NT$30
19.74-20.76%
3.5/4/4.5 years
5.14%
0.24%/0.27%/0.29%

The Company recognized remuneration costs of $17,262 thousand and $5,754 thousand in 2021 and 2020, respectively, for share -based payment agreements.

  • (2) Cash capital increase reserved for employee stock options in 2021

On July 20, 2021, the Board of Directors resolved to increase capital by cash with issuance of 6,000 thousand shares of common stock at $10 per share, amounting to $60,000 thousand. The employee stock options for the cash capital increase were granted on August 26, 2021. According to Article 267 of the Company Law, 15% of the stock options were reserved for employee stock options, with a total of 900 thousand shares and a recognized remuneration cost of $8,366 thousand.

  • 54 -

28. Non-cash transaction

  • (1) Non-cash transaction

  • A. The Company entered into the following non-cash transactions of investing activities in 2021 and 2020.

Acquisition of property,
plant and equipment
Increase in property, plant
and equipment
Add: Equipment payables at
the beginning of the
period
Less: Equipment payables at
the end of the
period
Cash paid
Year ended December 31, Year ended December 31, Year ended December 31,
2021
$ 90,798
6,639

4,529)
$ 92,908
2020

(

(
$ 56,267
7,524

6,639)
$ 57,152
  • B. The Company reclassified prepayments for equipment to property, plant and equipment of $23,236 thousand and $60,430 thousand in 2021 and 2020, respectively.

  • (2) Changes in liabilities from financing activities

For the year ended December 31, 2021

Short-term
loans

Long-term
loans
Lease
liabilities

January 1,
2021
$ 70,000

95,815

189,487

$ 355,302
Cash flow
$ 43,000 )

59,996 )
55,676)

$ 158,672)
Non-cash changes
New/amended
contracts
Interest
expenses
$ -
$ -

-
-

84,095

2,974
$ 84,095
$ 2,974
Non-cash changes
New/amended
contracts
Interest
expenses
$ -
$ -

-
-

84,095

2,974
$ 84,095
$ 2,974
December 31,
2021
December 31,
2021
New/amended
contracts
$ -


-

84,095

$ 84,095


(
(
(
(







$ 27,000
35,819
220,880
$ 283,699

For the year ended December 31, 2020

Short-term
loans

Long-term
loans
Lease
liabilities

January 1,
2020
$ 70,000

105,811

132,507

$ 308,318
Cash flow
$ -


9,996 )
59,237)

$ 69,233)
Non-cash changes
New/amended
contracts
Interest
expenses
$ -
$ -

-
-

114,255

1,962
$ 114,255
$ 1,962
Non-cash changes
New/amended
contracts
Interest
expenses
$ -
$ -

-
-

114,255

1,962
$ 114,255
$ 1,962
December 31,
2020
December 31,
2020
New/amended
contracts
$ -


-

114,255

$ 114,255



(
(
(







$ 70,000
95,815
189,487
$ 355,302
  • 55 -

29. Capital risk management

The Company conducts capital management to ensure it is able to maximize shareholder returns by optimizing debt and equity balances while continuing to operate.

The Company's capital structure consists of the Company's net debt (i.e., borrowings less cash and cash equivalents) and equity (i.e., share capital, capital surplus, and retained earnings).

The Company is not subject to other external capital requirements.

The Group's capital structure is reviewed annually by the Company's key management, which includes consideration of the cost of each type of capital and the related risks. The Company will balance its overall capital structure by paying dividends, issuing new shares, buying back shares and issuing new debt or paying off old debt, as recommended by key management.

30. Financial instrument

  • (1) Fair value information - financial instruments not measured at fair value

The Company's management considers that the carrying amounts of financial assets and liabilities that are not measured at fair value approximate their fair values.

  • (2) Fair value information - financial instruments measured at fair value on a repeated basis

The Company did not hold any financial instruments measured at fair value as of December 31, 2021 and 2020.

  • (3) Type of financial instruments
Type of financial instruments
Financial assets
Measured at amortized cost
(Note 1)
Measured at fair value through
profit or loss
Financial liabilities
Measured at amortized cost
(Note 2)
December 31,2021
$ 1,365,627
94,302
578,690
December 31,2020
$ 511,344
-
516,162
  • Note 1: The balances include financial assets measured at amortized cost such as cash and cash equivalents, accounts receivable, financial assets at amortized cost, other receivables, and refundable deposits.

  • Note 2: The balances include financial liabilities measured at amortized cost such as short-term loans, notes payable,

  • 56 -

accounts payable, other payables, long-term loans and deposits received.

  • (4) Financial risk management objectives and policies

The Company's major financial instruments include equity investments, accounts receivable and accounts payable. The Company's financial management department provides services to each business unit, coordinates access to domestic and international financial markets, and monitors and manages the financial risks associated with the Company's operations through internal risk reports that analyze the risk of violence according to the level and breadth of risk. These risks include market risk (including exchange rate risk and interest rate risk), credit risk and liquidity risk.

A. Market risk

The Company's major financial risks arising from its operating activities are foreign currency exchange rate risk (see a. below) and interest rate risk (see b. below).

a. Exchange rate risk

The Company engages in foreign currency-denominated import transactions that result in monetary assets (bank deposits) and monetary liabilities that are not in a functional currency, which expose the Company to exchange rate fluctuations.

The carrying amounts of monetary assets and monetary liabilities denominated in non-functional currencies as of the balance sheet date are disclosed in Note 35.

Sensitivity analysis

The Company is mainly affected by the fluctuation of the USD exchange rate.

The following table details the sensitivity analysis of the Company when the exchange rate of the New Taiwan dollar (functional currency) changes 1% against each relevant foreign currency. 1% is the sensitivity ratio used by the Company for internal reporting of exchange rate risk to key management and represents management's assessment of the reasonably possible range of changes in foreign currency exchange rates. The positive numbers below represent the increase in net profit before tax if the NTD depreciates by 1% against the respective currencies, and the negative number for the same amount if the NTD appreciates by 1% against the respective currencies.

Profit or loss Impact of USD Impact of USD
Year ended December 31,
2021
$ 800
2020
$ 5
  • 57 -

b. Interest rate risk

Interest rate risk arises because the Company borrow funds at both fixed and floating interest rates and maintain bank deposits. However, because interest rates do not fluctuate significantly, the impact of changes in market interest rates on the Company's revenue and operating cash flows is limited.

flows is limited. flows is limited.
The carrying amounts of the Company's financial assets
and liabilities exposed to interest rate risk as of the balance
sheet date were as follows
December 31,2021 December 31,2020
Fair value interest rate
risk
- Financial assets $ 952,356 $ 372
Cash flow interest rate
risk
- Financial assets 332,481 342,183
- Financial liabilities 62,819 165,815

Sensitivity analysis

The following sensitivity analysis is based on the interest rate risk of derivative and non-derivative instruments as of the balance sheet date. For floating rate liabilities, the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding at the reporting date. The rate of change used in reporting interest rates internally to key management of the Company is an increase or decrease in interest rates by 1%, which represents management's assessment of the range of reasonably possible changes in interest rates.

If interest rates had increased or decreased by 1%, with all other variables held constant, the Company's net profit before tax would have increased/decreased by $2,697 thousand and $1,764 thousand for fiscal years 2021 and 2020, respectively, mainly due to the exposure to changes in interest rates on the Company's floating-rate bank deposits and loans.

B. Credit risk

Credit risk refers to the risk of financial loss resulting from the default of contractual obligations by the counterparties. As of the balance sheet date, the maximum exposure to credit risk of the Company to financial loss due to non-performance of counterparties' obligations and financial guarantees provided by the Company mainly arises from the carrying amount of financial assets recognized in the Consolidated Balance Sheet.

  • 58 -

The Company's policy is to transact only with creditworthy counterparties and to obtain adequate guarantees, if necessary, to mitigate the risk of financial loss arising from default. The Company continuously monitors credit risk and the creditworthiness of counterparties, and controls credit risk through credit limits on counterparties that are reviewed and approved by management on an annual basis. In addition, the Company reviews the recoverable amounts of receivables on a case-by-case basis at the balance sheet date to ensure that appropriate impairment losses have been provided for uncollectible receivables.

The Company's customer base is large and unrelated, so the concentration of credit risk is not high.

  • C. Liquidity risk

The Company manages and maintains sufficient cash and cash equivalents to support the Group's operations and mitigate the impact of cash flow fluctuations. The Company's management monitors the use of bank financing facilities and ensures compliance with the terms of the loan agreements.

The ultimate responsibility for liquidity risk management rests with the Company's Board of Directors, which has established an appropriate liquidity risk management framework to address the Company's short-, medium- and long-term funding and liquidity management needs.

Bank loans are an important source of liquidity for the Company. As of December 31, 2021 and 2020, the Company had unutilized financing facilities, as described in (2) Financing Facilities below.

  • a. Liquidity and interest rate risk of non-derivative financial liabilities

The analysis of the remaining contract maturities of non-derivative financial liabilities was prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Company could be required to make repayment. Accordingly, the Company's bank loans that may be required to be repaid immediately are listed in the table below at the earliest possible date, without considering the probability that the bank will immediately enforce the right; the maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.

The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the yield rate at the balance sheet date.

December 31, 2021

  • 59 -
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 27,021

Long-term loans
10,113
Lease liabilities
56,578
No interest-bearing
liabilities
Notes payable
1,000
Accounts
payable
165,489
Other payables
347,882

$ 608,083

Further information on
liabilities is as follows:
Less than 1
year
15years
Lease
liabilities
$ 56,578
$ 137,514

December 31, 2020
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 70,288

Long-term loans
61,070
Lease liabilities
46,112
No interest-bearing
liabilities
Accounts
payable
143,880
Other payables
206,207

$ 527,557
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 27,021

Long-term loans
10,113
Lease liabilities
56,578
No interest-bearing
liabilities
Notes payable
1,000
Accounts
payable
165,489
Other payables
347,882

$ 608,083

Further information on
liabilities is as follows:
Less than 1
year
15years
Lease
liabilities
$ 56,578
$ 137,514

December 31, 2020
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 70,288

Long-term loans
61,070
Lease liabilities
46,112
No interest-bearing
liabilities
Accounts
payable
143,880
Other payables
206,207

$ 527,557
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 27,021

Long-term loans
10,113
Lease liabilities
56,578
No interest-bearing
liabilities
Notes payable
1,000
Accounts
payable
165,489
Other payables
347,882

$ 608,083

Further information on
liabilities is as follows:
Less than 1
year
15years
Lease
liabilities
$ 56,578
$ 137,514

December 31, 2020
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 70,288

Long-term loans
61,070
Lease liabilities
46,112
No interest-bearing
liabilities
Accounts
payable
143,880
Other payables
206,207

$ 527,557
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 27,021

Long-term loans
10,113
Lease liabilities
56,578
No interest-bearing
liabilities
Notes payable
1,000
Accounts
payable
165,489
Other payables
347,882

$ 608,083

Further information on
liabilities is as follows:
Less than 1
year
15years
Lease
liabilities
$ 56,578
$ 137,514

December 31, 2020
Less than 1
year

Floating interest rate
instrument
Short-term loans $ 70,288

Long-term loans
61,070
Lease liabilities
46,112
No interest-bearing
liabilities
Accounts
payable
143,880
Other payables
206,207

$ 527,557
1 to 2years 2 to 5years
$ -
$ -

20,226
5,899
54,209
83,305
-
-
-
-

-

-

$ 74,435
$ 89,204

the maturity analysis
510
years
1015
years
1520
years
$ 20,561
$ 11,274
$ 7,763
1 to 2years 2 to 5years
$ -
$ -

10,457
26,076
40,313
77,984
-
-

-

-

$ 50,770
$ 104,060
5 years or
more
$ -
-
39,598
-
-
-
$ 39,598
of lease
20 years or
more
$ -
5 years or
more





Floating interest rate
instrument
Short-term loans
Long-term loans
Lease liabilities
No interest-bearing
liabilities
Accounts
payable

Other payables





$ 70,288

61,070
46,112
143,880
206,207
$ 527,557




$ -
-
33,318
-
-
$ 33,318

Further information on the maturity analysis of lease liabilities is as follows:

Further information on the maturity analysis of lease liabilities is as follows:

Lease
liabilities
Less than 1
year
Less than 1
year
15years
$ 118,297
15years
$ 118,297
510
years
1015
years
1520
years

$ 5,026
20 years or
more
$ 46,112 $ 118,297
$ 22,009
$ 6,283
$ -

The above non-derivative financial assets and liabilities with floating rate instruments are subject to change because the floating rate differs from the interest rate estimated at the balance sheet date.

b. Financing Facilities

  • 60 -

December 31, 2021 December 31, 2020

Bank short-term loan
facilities (renewable by
mutual consent)
- Amount drawn

- Amount undrawn


Bank long-term loan
facilities
- Amount drawn

- Amount undrawn

$ 27,000

40,000

$ 67,000

$ 35,819

100,000

$ 135,819
$ 70,000
12,000
$ 82,000
$ 95,815
50,000
$ 145,815
  1. Related party transactions

Except as disclosed in other notes, the transactions between the Company and its related parties are as follows.

  • (1) Name of related party and the relationship

Name of related party Bafang Yunji Restaurant Co., Ltd. (Bafang Restaurant Company) Fang Sin International Trading Co., Ltd. (Fang Sin Company) Dante Coffee & Foods Co., Ltd. (Dante Company) Bafang Yunji International (USA) Limited Meide Eatery Taiyuan Eatery Chengde Eatery Wuhua Eatery Taimanhan Diner Taimanji Diner Yutingyuan Enterprise Su, Hsiao-Chi Lung, Chia-Hui New Taipei City Private Bafang Yunji Social Welfare Charitable Foundation (hereinafter referred to as Bafang Yunji Foundation)

Relationship with the Company Subsidiary

Subsidiary

Subsidiary

Subsidiary Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party Substantive related party

  • (2) Operating revenue
Account
Operating
revenue
Type of relatedparty/Name
Subsidiary
Bafang Restaurant
Company

Fang Sin Company

2021
$ 567,074

1,071

568,145
2020




$ 406,758
812
407,570

(Continued on next page)

  • 61 -

(Continued from previous page)

Account
Type of relatedparty/Name
Substantive related party
Others

2021
$ 40,083

$ 608,228
2020


$ 26,107
$ 433,677

The Company's sales price and collection period to related parties are the same as those to regular customers.

(3) Purchases

Purchases
Type of relatedparty/Name
Subsidiary
Fang Sin Company
Bafang Restaurant
Company
Dante Company
2021
$ 239,490
788
10
$ 240,288
2020




$ 182,992
502
-
$ 183,494

The Company's purchase price and payment period to related parties are the same as those to regular vendors

  • (4) Manufacturing expenses and operating expenses
Account
Manufacturing
expenses

Meal expenses,
etc.
Operating expenses

Training
expenses
Advertising
expenses
Miscellaneous
expense
Others
Miscellaneous
expense
Others

Service expenses
Donation
Type of related
party/Name
Subsidiary
Bafang Restaurant
Company

Dante Company


Subsidiary
Bafang Restaurant
Company

Bafang Restaurant
Company
Bafang Restaurant
Company
Bafang Restaurant
Company
Fang Sin Company
Dante Company


Substantive related party

Others
Bafang Yunji
Foundation


2021
$ 1,216

1

$ 1,217

$ 21,005

43,099
39,704
900
-
138

104,846

3,090
3,000

6,090

$ 110,936
2020
















$ 1,746
-
$ 1,746
$ 13,693
51,045
28,507
1,142
61
-
94,448
1,330
3,000
4,330
$ 98,778
  • 62 -

(5) Receivable from related parties (excluding loans to related parties)

Account
Accounts receivable


Other receivables

Type of related
party/Name

Subsidiary
Bafang Restaurant
Company

Fang Sin Company


Substantive related party
Others


Subsidiary
Bafang Restaurant
Company

Fang Sin Company
Dante Company
Bafang Yunji
International (USA)
Limited


Substantive related party
Others

December 31,
2021
$ 28,411


107


28,518


1,140

$ 29,658

$ 675

56
291

3,383


4,405


1

$ 4,406
December 31,
2020
December 31,
2020


















$ 31,734
107
31,841
1,077
$ 32,918
$ -
112
5
2,854
2,971
33
$ 3,004

The outstanding receivables due from related parties were not guaranteed. No impairment loss on receivables due from related parties was recognized in 2021 and 2020.

(6) Payable to related parties

Account
Accounts payable

Other payables

Type of related
party/Name

Subsidiary
Bafang Restaurant
Company

Fang Sin Company


Subsidiary
Bafang Restaurant
Company

Dante Company


Substantive related party
Others

December 31,
2021
$ 29


3,072

$ 3,101

$ 10,676


6


10,682


260

$ 10,942
December 31,
2020
December 31,
2020














$ 20
3,582
$ 3,602
$ 10,619
-
10,619
140
$ 10,759

The outstanding payables due to related parties were not guaranteed.

(7) Price for acquisition of property, plant and equipment

  • 63 -
Type of relatedparty/Name
Subsidiary
Bafang Restaurant
Company
Acquisitionprice Acquisitionprice Acquisitionprice
2021
$ -
2020
$ 29
  • (8) Disposal of property, plant and equipment
Type of related
party/Name
Subsidiary
Bafang
Restaurant
Company
Disposalprice
2021
2020
$ -
$ 28
Disposalprice
2021
2020
$ -
$ 28
Loss on disposal Loss on disposal Loss on disposal
2021 2021
$ -
2020
$ - $ -
  • (9) Lease agreement - the Consolidated Company is lessee
Account
Lease liabilities
Type of relatedparty
Subsidiary
Bafang Restaurant
Company
December 31,
2021
$ 17,869
December 31,
2020
December 31,
2020
$ 20,810
2021
Type of related
party
Subsidiary
Bafang
Restaurant
Company



Lease subject matter
No. 153, Cihui 3rd Street,
Zhongli City, Taoyuan County

2nd Floor, No. 205, Jieshou
Village, Nangan Township,
Lianjiang County

2nd and 3rd Floor, No. 355, Boai
Street, Zhubei City, Hsinchu
County

2F, No. 242, Wujia 2nd Road,
Fengshan District, Kaohsiung
City
Leaseperiod
2018.12.20~2023.
12.19
2018.10.1~2025.9.
30
2016.8.1~2021.7.3
1
2016.1.1~2030.12.
31
Rental
determination
Bargain
"
"
"

Monthlyrental
$ 50
57
20
118
2020
Type of related
party
Subsidiary
Bafang
Restaurant
Company



Lease subject matter
No. 153, Cihui 3rd Street,
Zhongli City, Taoyuan County

2nd Floor, No. 205, Jieshou
Village, Nangan Township,
Lianjiang County

2nd and 3rd Floor, No. 355, Boai
Street, Zhubei City, Hsinchu
County

2F, No. 242, Wujia 2nd Road,
Fengshan District, Kaohsiung
City
Leaseperiod
2018.12.20~2023.
12.19
2018.10.1~2025.9.
30
2016.8.1~2021.7.3
1
2016.1.1~2030.12.
31
Rental
determination
Bargain
"
"
"

Monthlyrental
$ 50
57
20
118
  • 64 -

  • (10) Lease agreement - the Consolidated Company is lessor

Operating lease

The Company leases its assets under operating leases. As of December 31, 2021 and 2020, the total amount of future lease payments to be received was $7,737 thousand and $8,677 thousand, respect ively. The lease income recognized in 2021 and 2020 were as follows:

Account
Rental income
Type of relatedparty/Name
Subsidiary
Bafang Restaurant
Company

Fang Sin Company
Dante Company


Substantive related party
Others

2021
$ 103

60
720

883

57

$ 940
2020








$ 471
60
120
651
57
$ 708
  • (11) Loans to related parties
Loans to related parties
Type of relatedparty
Other receivables
Subsidiary
Fang Sin Company
2021
$ 25,000
2020
$ 30,000

The Company's funds lent to subsidiaries are all unsecured loans with 0% interest rate.

  • (12) Other income
Other income
Account
Other income


Other related
Account
Using the
equity
method

Investments
- cash
dividends
received
Type of relatedparty/Name
Subsidiary
Bafang Restaurant
Company

Fang Sin Company
Dante Company
Substantive related party
Others


party transactions
Type of relatedparty
Subsidiary
Bafang Restaurant
Company

Fang Sin Company


2021
$ 784

84
71
8

$ 947

2021
$ 37,754

722

$ 38,476
2020




$ 244
1,236
33
1
$ 1,514
2020




$ 9,576
2,979
$ 12,555
  • (13) Other related party transactions

  • 65 -

Account
Using the
equity
method

Investments
- cash
Capital
increase
Type of relatedparty
Subsidiary
Fang Sin Company

Bafang Yunji
International (USA)
Limited

2021
$ -

-

$ -
2020




$ 30,000
74,114
$ 104,114
  • (14) Remuneration to key management
Short-term employee benefits
Retirement benefits
Defined contribution plan
Share-based payment
Equity settlement
2021
$ 70,954
1,085
9,254
$ 81,293
2020




$ 54,657
720
2,877
$ 58,254

Salary and remuneration to directors and other key management is determined by the Remuneration Committee based on individual performance and market trends.

32. Pledged assets

The following assets of the Company have been pledged as collaterals for loans from financial institutions, payments for Taipei Agricultural Products Marketing Corporation, and the issuance of gift certificates, with the book value of each account as follows:

Financial assets measured at
amortized cost - current
Bank time deposit
Other financial assets - current
Property, plant and equipment
Land
Building and construction
Machinery equipment
December 31,2021
$ 374
8,363
230,500
149,335

-
$ 388,572
December 31,2020 December 31,2020








$ 372
-
230,500
154,551
46,690
$ 432,113

33. Significant Contingent Liabilities and Unrecognized Contract Commitments

In addition to those described in other notes, the Company had the following significant commitments and contingencies as of the balance sheet date.

  • (1) As a result of the plant expansion plan approved by the Board of Directors in September 2021, the Company entered into contracts for

  • 66 -

the construction and purchase of related plant and equipment for a total amount of $64,289 thousand as of December 31, 2021, and paid $5,637 thousand

  • (2) Except for the plant expansion plan, the Company had the following unrecognized contractual commitments:

December 31, 2021 December 31, 2020 Purchase of property, plant and equipment $ 12,319 $ 63,350

  1. Significant Subsequent Events : None.

  2. Information on foreign currency assets and liabilities with significant effect

The following information is presented in foreign currencies other than the functional currency of the Company, and the exchange rates disclosed are the rates at which the foreign currencies were translated into the functional currency. Information on foreign currency assets and liabilities with significant effect as follows:

December 31, 2021

December 31, 2021
Foreign currency
assets
Monetary items
CNY (RMB)
USD
Monetary items
Subsidiary accounted
for using the
equity method
USD
JPY
Foreign
currency
(in thousands)
$ 45

2,891





2,164

245,470

Exchange rate

4.344 (CNY: NTD)
27.68 (USD: NTD)





27.68 (USD: NTD)
0.2405 (JPY: NTD)


Carryingamount





$ 195
80,009
$ 80,204
$ 59,896
59,035
$ 118,931
  • 67 -

December 31, 2020

December 31, 2020
Foreign currency
assets
Monetary items
CNY (RMB)
USD
EUR
Monetary items
Subsidiary accounted
for using the
equity method
USD
JPY
Foreign
currency (in
thousands)
$ 45

16

134





14,880

249,388

Exchange rate

4.377 (CNY: NTD)
28.48 (USD: NTD)
35.02 (EUR: NTD)





28.48 (USD: NTD)
0.2763 (JPY: NTD)


Carryingamount






$ 198

480
4,708
$ 5,386
$ 423,797
68,906
$ 492,703

The Company's realized and unrealized foreign currency exchange gain or loss for 2021 and 2020 were exchange loss of $548 thousand and $48 thousand, respectively.

36. Additional Disclosure

  • (1) Information on Significant Transactions

  • A. Financing provided to others. (Exhibit 1)

  • B. Endorsements/guarantees to others. (None)

  • C. Marketable securities held at the end of the period. (Note 2)

  • D. Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • E. Acquisition of real estate amounting to NT$300 million or 20% of the paid-in capital. (None)

  • F. Disposal of real estate amounting to NT$300 million or 20% of the paid-in capital. (None)

  • G. Purchase or sale of goods from or to related parties amounting to NT100 million or 20% of the paid-in capital. (Exhibit 3)

  • H. Receivables due from related parties amounting to NT$100 million or 20% of the paid-in capital. (None)

  • I. Trading in derivative instruments. (Note 7)

  • (2) Information on Investees (Exhibit 4)

  • (3) Information on investment in Mainland China:

  • 68 -

  • A. The name of the investees in Mainland China, principal business, paid-in capital, investment methods, capital outward and inward remittances, shareholding percentage, profit or loss for the period and investment income and loss recognized, investment carrying amount at the end of the period, repatriated investment income and losses, and investment limit for Mainland China. (Exhibit 5)

  • B. Significant transactions with Mainland China investees directly or indirectly through third regions, as well as their prices, payment terms, and unrealized profits or losses: (Exhibit 5)

    • a. The amount and percentage of purchases and the related ending balance and percentage of payables.

    • b. The amount and percentage of sales and the related ending balance and percentage of receivables.

    • c. The amount of property transactions and the amount of resulting gains or losses.

    • d. The ending balance of endorsement guarantee of notes or the provision of collateral and its purpose.

    • e. The maximum balance, ending balance, interest rate range and total current interest amount of financial accommodation (Exhibit 1)

    • f. Other transactions that have a significant effect on the current profit or loss or financial position, such as the provision or receipt of services.

  • (4) Information on major shareholders: Name, number and percentage of shares held by shareholders with 5% or more of the shares. (Exhibit 6)

37. Segment information

The Company has made the required disclosures of operating segment financial information in the consolidated financial statements for 2021.

  • 69 -

Bafang Yunji International Co., Ltd. Financing provided to others For the year ended December 31, 2021

Exhibit 1

Unit: In thousands of NT$/foreign currency

No.
(Note 1)

Lender
Borrower Financial statement
account

Related
party
or not
Maximum amount
for the period
Ended Balance Actual amount
drawn
Interest
rate
range
Nature of
Financing
(Note 2)
Amount of
business
transactions
Reasons for
short-term
financing
allowance for
doubtful
accounts
Collaterals Collaterals Financing limit
for each
borrower
(Note 3)
Aggregate
financing limit
(Note 3)
Note
Irem Value
0
0
1
2
Bafang Yunji
International
Co., Ltd.
Bafang Yunji
International
Co., Ltd.
Bafang Yunji
International
Company
Limited
Fujian Bafang
Yunji Foods
Co., Ltd.
Fang Sin
International
Trading Co.,
Ltd.
Dante Coffee &
Foods Co.,
Ltd.
Bafang Yunji
Foods
(Shenzhen)
Co., Ltd.
Fujian Bafang
YunjiI
Restaurant &
Management
Co., Ltd.
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties

Yes

Yes

Yes

Yes
$ 60,000
50,000
4,223
HKD 1,150,752
6,725
RMB 1,540,722
$ 30,000

50,000
-
3,976
RMB
915,918
$ 25,000

-

-
3,976
RMB
915,918
0%
1.165%
0%
0%
the need for
short-term
financing
the need for
short-term
financing
the need for
short-term
financing
the need for
short-term
financing
$ -
-
-
-
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
$ -
-
-
-



$ -
-
-
-
$ 598,472
598,472
151,141
17,965
$ 598,472

598,472

151,141

17,965



  • Note 1: The number column is filled out as follows:

  • (1) Fill in 0 for the issuer.

  • (2) Each invested company is numbered in sequential order starting from 1.

  • Note 2: For nature of funds lending, fill in if it is for business transaction or there is a need for short -term financial accommodation

  • Note 3: The limit of funds lent to individual recipients is $2,992,362 thousand * 20% of the net worth of the company that lends fund s (Bafang Yunji International Co., Ltd.) = $598,472 thousand; the total limit of funds lent is $2,992,362 thousand * 20% of the net worth of the company that lends fu nds (Bafang Yunji International Co., Ltd.) = $598,472 thousand.

The limit of funds lent to individual recipients is $377,852 thou sand * 40% of the net worth of the company that lends funds ( Bafang Yunji International Company Limited) = $151,141 thousand; the total limit of funds lent is $377,852 thousand * 40% of the net worth of the company that lends funds ( Bafang Yunji International Company Limited) = $151,141 thousand.

The limit of funds lent to individual recipients is $44,913 thousand * 40% of the net worth of the company that lends funds ( Fujian Bafang Yunji Foods Co., Ltd.) = $17,965 thousand; the total limit of funds lending is $44,913 thousand * 40% of the net worth of the company that lends funds ( Fujian Bafang Yunji Foods Co., Ltd.) = $17,965 thousand.

  • 70 -

Bafang Yunji International Co., Ltd. Marketable securities held at the end of the period December 31, 2021

Exhibit 2

Unit: In thousands of NT$, unless otherwise specified

Holding company name Type and name of marketable securities Relationship with the
issuers of the
marketable securities
Financial statement Account End of theperiod End of theperiod End of theperiod Note
Number of
shares
Carrying amount Shareholding
percentage
Fair value
Bafang Yunji International Co.,
Ltd.
Fang Sin International Trading
Co., Ltd.
Structured deposits
President DSU USD 100% Capital
Protected Structured Instrument
President DSU NTD 100% Capital
Protected Structured Instrument
Bonds with repurchase agreement
Reliance Industries India
Formosa Chemicals And Fibre Corporation
EVA Air
Highwealth Construction Corp.
Formosa Plastics
SUPCON Group
Chinese Petroleum Corporation
Nan Ya Plastics Corporation
Fubon Financial Holding
HSBC Bank
Taipower
Cathay Financial Holding
Stocks of domestic non-listed companies
Fresh Information Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value
through profit or loss - current
Financial assets at fair value
through profit or loss - current
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Financial assets at fair value
through other comprehensive
income - non-current
-
-
-
-
-
-
-
-
-
-
-
-
-
-
150,000






$ 44,297
50,005
$ 94,302
$ 27,680
60,000
32,000
6,000
20,000
14,000
17,000
14,600
15,400
14,400
24,100
12,500
$ 257,680
$ 3,750
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3.7%






$ 44,297
50,005
$ 94,302
$ 27,680
60,000
32,000
6,000
20,000
14,000
17,000
14,600
15,400
14,400
24,100
12,500
$ 257,680
$ 3,750

Note: For information on investment in subsidiaries, affiliates and joint venture interests, please refer to Exhibits 4 and 5 .

  • 71 -

Bafang Yunji International Co., Ltd.

Purchase or sale of goods from or to related parties amounting to NT1 00 million or 20% of the paid-in capital For the year ended December 31, 2021

Unit: In thousands of NT$, unless otherwise specified

Exhibit 3 Unit: In thousands of NT$, unless otherwise specified
Purchaser/Seller Counterparty Relationship Transaction Difference in transaction terms
compared to thirdpartytransactions
Notes and accounts receivable
(payable)
Note
purchases
(sales)
Amount percentage of
total purchases
(sales)

Credit period
Unit price Credit period Balance percentage of
total notes and
accounts
receivable
(payable)
Bafang Yunji
International
Co., Ltd.
Bafang Yunji
International
Co., Ltd.
Bafang Yunji
Restaurant Co.,
Ltd.
Fang Sin
International
Trading Co., Ltd.
subsidiary
subsidiary
Sales
Purchases
$ 567,074

239,490
14.12%
10.20%
Semi-monthly
settlement
Semi-monthly
settlement
Same transaction
price as with
regular
customers
Same transaction
price as with
regular vendors
Same credit term as
with regular
customers
Same payment
terms as with
regular vendors

$ 28,411
(
3,072 )
28.48%
1.85%
Note 1
Note 1

Note 1: The above transactions have been eliminated in the consolidated financial statements.

  • 72 -

Bafang Yunji International Co., Ltd . Information on investees, loca tions, etc For the year ended December 31, 2021

Exhibit 4 Unit: In thousands of NT$, unless otherwise specified
Profit or loss of investee
for the period
Investment income or
loss recognized in the
period
Note
$ 75,305
USD
2,688,599
$ 75,305
USD
2,688,599
Note 1
27,198
27,198
Note 1
2,825
2,825
Note 1
(
1,001 )
( JPY
3,918,386 )
(
1,001 )
( JPY
3,918,386 )
Note 1
(
9,281 )
( USD
331,353 )
(
9,281 )
( USD
331,353 )
Note 1
(
43,836 ) (
34,140 )
Note 1
(
9,000 )
( USD
321,335 )
(
9,000 )
( USD
321,335 )
Note 1
-
-
Note 1
87,151
HKD
24,188,367
87,151
HKD
24,188,367
Note 1
(
1,764 )
( RMB
406,295 )
(
1,764 )
( RMB
406,295 )
Notes 1, 2
(
2,779 )
( RMB
640,089 )
(
2,779 )
( RMB
640,089 )
Notes 1, 2
(
298 )
( RMB
68,566 )
(
298 )
( RMB
68,566 )
Notes 1, 2
(
1 )
(RMB
196 )
(
1 )
(RMB
196 )
Notes 1, 2
139
RMB
31,993
139
RMB
31,993
Notes 1, 2
10,765
HKD
2,987,761
10,765
HKD
2,987,761
Note 1
13,564
HKD
3,764,516
13,564
HKD
3,764,516
Note 1
612
HKD
169,935
612
HKD
169,935
Note 1
(
43 )
( HKD
11,956 )
(
43 )
( HKD
11,956 )
Note 1
-
-
Note 1
-
-
Notes 1, 2
(
8,626 )
( USD
308,020 )
(
5,176 )
( USD
184,812 )
Note 1
(
6,617 )
( USD
236,245 )
(
3,970 )
( USD
141,747 )
Note 1
(
211 ) (
211 )
Note 1
491
USD
17,536
349
USD
12,451
Note 1
(
99 ) (
99 )
Note 1
491
RMB
113,131
491
RMB
113,131
Notes 1, 2
Unit: In thousands of NT$, unless otherwise specified
Profit or loss of investee
for the period
Investment income or
loss recognized in the
period
Note
$ 75,305
USD
2,688,599
$ 75,305
USD
2,688,599
Note 1
27,198
27,198
Note 1
2,825
2,825
Note 1
(
1,001 )
( JPY
3,918,386 )
(
1,001 )
( JPY
3,918,386 )
Note 1
(
9,281 )
( USD
331,353 )
(
9,281 )
( USD
331,353 )
Note 1
(
43,836 ) (
34,140 )
Note 1
(
9,000 )
( USD
321,335 )
(
9,000 )
( USD
321,335 )
Note 1
-
-
Note 1
87,151
HKD
24,188,367
87,151
HKD
24,188,367
Note 1
(
1,764 )
( RMB
406,295 )
(
1,764 )
( RMB
406,295 )
Notes 1, 2
(
2,779 )
( RMB
640,089 )
(
2,779 )
( RMB
640,089 )
Notes 1, 2
(
298 )
( RMB
68,566 )
(
298 )
( RMB
68,566 )
Notes 1, 2
(
1 )
(RMB
196 )
(
1 )
(RMB
196 )
Notes 1, 2
139
RMB
31,993
139
RMB
31,993
Notes 1, 2
10,765
HKD
2,987,761
10,765
HKD
2,987,761
Note 1
13,564
HKD
3,764,516
13,564
HKD
3,764,516
Note 1
612
HKD
169,935
612
HKD
169,935
Note 1
(
43 )
( HKD
11,956 )
(
43 )
( HKD
11,956 )
Note 1
-
-
Note 1
-
-
Notes 1, 2
(
8,626 )
( USD
308,020 )
(
5,176 )
( USD
184,812 )
Note 1
(
6,617 )
( USD
236,245 )
(
3,970 )
( USD
141,747 )
Note 1
(
211 ) (
211 )
Note 1
491
USD
17,536
349
USD
12,451
Note 1
(
99 ) (
99 )
Note 1
491
RMB
113,131
491
RMB
113,131
Notes 1, 2
Unit: In thousands of NT$, unless otherwise specified
Profit or loss of investee
for the period
Investment income or
loss recognized in the
period
Note
$ 75,305
USD
2,688,599
$ 75,305
USD
2,688,599
Note 1
27,198
27,198
Note 1
2,825
2,825
Note 1
(
1,001 )
( JPY
3,918,386 )
(
1,001 )
( JPY
3,918,386 )
Note 1
(
9,281 )
( USD
331,353 )
(
9,281 )
( USD
331,353 )
Note 1
(
43,836 ) (
34,140 )
Note 1
(
9,000 )
( USD
321,335 )
(
9,000 )
( USD
321,335 )
Note 1
-
-
Note 1
87,151
HKD
24,188,367
87,151
HKD
24,188,367
Note 1
(
1,764 )
( RMB
406,295 )
(
1,764 )
( RMB
406,295 )
Notes 1, 2
(
2,779 )
( RMB
640,089 )
(
2,779 )
( RMB
640,089 )
Notes 1, 2
(
298 )
( RMB
68,566 )
(
298 )
( RMB
68,566 )
Notes 1, 2
(
1 )
(RMB
196 )
(
1 )
(RMB
196 )
Notes 1, 2
139
RMB
31,993
139
RMB
31,993
Notes 1, 2
10,765
HKD
2,987,761
10,765
HKD
2,987,761
Note 1
13,564
HKD
3,764,516
13,564
HKD
3,764,516
Note 1
612
HKD
169,935
612
HKD
169,935
Note 1
(
43 )
( HKD
11,956 )
(
43 )
( HKD
11,956 )
Note 1
-
-
Note 1
-
-
Notes 1, 2
(
8,626 )
( USD
308,020 )
(
5,176 )
( USD
184,812 )
Note 1
(
6,617 )
( USD
236,245 )
(
3,970 )
( USD
141,747 )
Note 1
(
211 ) (
211 )
Note 1
491
USD
17,536
349
USD
12,451
Note 1
(
99 ) (
99 )
Note 1
491
RMB
113,131
491
RMB
113,131
Notes 1, 2
Name of investor Name of investee Location Principal business Original investment amount Holdingat the end of theperiod Profit or loss of investee
for the period
Investment income or
loss recognized in the
period
Note
End of the period End of last year Number of shares Ratio Carrying amount
Bafang Yunji International Co., Ltd.
Bafang Yunji (Samoa) International Co.,
Ltd.
Bafang Yunji Restaurant Group Limited
Bafang Yunji International Company
Limited
Jiashide Limited
Bafang Yunji International (USA) Limited
Dante Coffee & Foods Co., Ltd.
Sound Sino Group Limited
Bafang Yunji (Samoa) International Co.,
Ltd.
Bafang Yunji Restaurant Co., Ltd.
Fang Sin International Trading Co., Ltd.
Bafang Co., Ltd.
Bafang Yunji International (USA) Limited
Dante Coffee & Foods Co., Ltd.
Bafang Yunji Restaurant Group Limited
Bafang Yunji (Samoa) Investment
Company Limited
Bafang Yunji International Company
Limited
Fujian Bafang Yunji Foods Co., Ltd.
Fujian Bafang YunjiI Restaurant &
Management Co., Ltd.
Zhejiang Fuyu Restaurant & Management
Co., Ltd.
Xiamen Fuyu Bafang Equity Investment
Co., Ltd.
Bafang Yunji Foods (Shenzhen) Co., Ltd.
Hsin Chiao International Co. Limited
Long Success (HK) Industrial Limited
Rich Grade Limited
Wise Success Enterprise Limited
Jiashide Limited
Heng Yue Feng Trading (Shenzhen) Co.,
Ltd.
Bafang Yunji Foods LLC
Bafang Yunji Restaurant Group LLC
Shichang Interior Design Co., Ltd
Sound Sino Group Limited
Dante Creative CO., LTD.
Shanghai Dante Coffee Co., Ltd
Samoa
Taiwan
Taiwan
Japan
United States
Taiwan
Hong Kong
Samoa
Hong Kong
Mainland China
Mainland China
Mainland China
Mainland China
Mainland China
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Mainland China
United States
United States
Taiwan
Samoa
Taiwan
Mainland China
Investment management
Food and beverage services
Food trading
Food processing and food
and beverage services
Investment management
Food and beverage services
Investment management
Investment management
Food processing and food
and beverage services
Food processing
Food and beverage services
Food and beverage services
Investment management
Food processing
Transportation
Food and beverage services
Food and beverage services
Transportation
Investment management
Food trading
Food processing
Food and beverage services
Interior design
Investment management
Food processing
Food and beverage services
$ 522,568
USD
16,691,980

150,727
40,000
81,621
JPY
300,000,000
74,114
USD
2,500,000

86,920
408,301
USD
13,290,438
-
140,000
USD
4,280,035
105,941
USD
3,500,000

113,129
USD
3,700,000

-
-
-
-
HKD
1

-
HKD
1

-
HKD
1
-
HKD
1
6,891
RMB
1,500,000
6,891
RMB
1,500,000
35,575
USD
1,200,000

26,681
USD
900,000
-
23,034
USD
710,000
30,000

43,797
USD
1,350,000
$ 522,568
USD
16,691,980

150,727

40,000
81,621
JPY
300,000,000
74,114
USD
2,500,000

65,704
408,301
USD
13,290,438

-
140,000
USD
4,280,035
105,941
USD
3,500,000
113,129
USD
3,700,000
92,305
USD
3,000,000
63,878
RMB
13,700,000
27,062
HKD
7,000,000
-
HKD
1
-
HKD
1
-
HKD
1
-
HKD
1
6,891
RMB
1,500,000
6,891
RMB
1,500,000
35,575
USD
1,200,000
26,681
USD
900,000

1,000
23,034
USD
710,000

-
43,797
USD
1,350,000
16,691,980
15,000,000
4,000,000
30,000
500
8,120,000
5,250,000
-
17,500,000
-
-
-
-
-
1
1
1
1
10,000
-
-
-
-
710,000
3,000,000
-
100
100
100
100
100
85.29
100
100
100
100
100
-
-
-
100
100
100
100
100
100
60
60
-
71
100
100
$ 420,472
USD
15,190,475
192,468
43,960
59,035
JPY
245,469,985
59,896
USD
2,163,863
44,305
42,310
USD
1,528,528
-
377,852
HKD
106,467,444
44,913
RMB
10,345,118
(
14,389 )
( RMB
3,314,278 )
-
-
-
12,850
HKD
3,620,686
50,259
HKD
14,161,554
9,046
HKD
2,548,879
685
HKD
193,133
-
-
27,997
USD
1,011,462
20,959
USD
757,195
-
(
267 )
( USD
9,653 )
29,901
67
RMB
15,434
$ 75,305
USD
2,688,599
27,198
2,825
(
1,001 )
( JPY
3,918,386 )
(
9,281 )
( USD
331,353 )
(
43,836 )
(
9,000 )
( USD
321,335 )
-
87,151
HKD
24,188,367
(
1,764 )
( RMB
406,295 )
(
2,779 )
( RMB
640,089 )
(
298 )
( RMB
68,566 )
(
1 )
(RMB
196 )
139
RMB
31,993
10,765
HKD
2,987,761
13,564
HKD
3,764,516
612
HKD
169,935
(
43 )
( HKD
11,956 )
-
-
(
8,626 )
( USD
308,020 )
(
6,617 )
( USD
236,245 )
(
211 )
491
USD
17,536
(
99 )
491
RMB
113,131
$ 75,305
USD
2,688,599
27,198
2,825
(
1,001 )
( JPY
3,918,386 )
(
9,281 )
( USD
331,353 )
(
34,140 )
(
9,000 )
( USD
321,335 )
-
87,151
HKD
24,188,367
(
1,764 )
( RMB
406,295 )
(
2,779 )
( RMB
640,089 )
(
298 )
( RMB
68,566 )
(
1 )
(RMB
196 )
139
RMB
31,993
10,765
HKD
2,987,761
13,564
HKD
3,764,516
612
HKD
169,935
(
43 )
( HKD
11,956 )
-
-
(
5,176 )
( USD
184,812 )
(
3,970 )
( USD
141,747 )
(
211 )
349
USD
12,451
(
99 )
491
RMB
113,131
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Notes 1, 2
Notes 1, 2
Notes 1, 2
Notes 1, 2
Notes 1, 2
Note 1
Note 1
Note 1
Note 1
Note 1
Notes 1, 2
Note 1
Note 1
Note 1
Note 1
Note 1
Notes 1, 2

Note 1: The above investment income or loss of the investee for 2021 was recognized base d on the investee's financial statements for the same period audited by CPAs. Note 2: Please refer to Exhibit 5 for the information on investees in Mainland China.

  • 73 -

Unit: In thousands of NT$, unless otherwise specified

Bafang Yunji International Co., Ltd. Information on investment in Mainland China For the year ended December 31, 2021

Exhibit 5

  1. The name of the investees in Mainland China, main business, paid -in capital, investment methods, capital outward and inward remittances, shareholding, investme nt income and losses, investment book value, rep atriated investment income and loss.
Name of investee in
Mainland China
Main business Paid-in capital Investment
method
(Note 1)
Accumulated
investment amount
remitted from
Taiwan at the
beginning of the
period
Amount of investment remitted or
recovered duringtheperiod
Amount of investment remitted or
recovered duringtheperiod
Accumulated
investment amount
remitted from
Taiwan at the end of
the period

Profit or loss of
investee for the
period
Shareholdi
ng
percentage
of the
Company's
direct or
indirect
investment

Investment income
or loss recognized
in the period
Carrying amount of
investments at the
end of the period
Investment income
remitted back as of
the end of the
period
Note
Remittance Recovery
Fujian Bafang Yunji
Foods Co., Ltd.
Fujian Bafang YunjiI
Restaurant &
Management Co., Ltd.
Zhejiang Fuyu
Restaurant &
Management Co., Ltd.
Xiamen Fuyu Bafang
Equity Investment
Co., Ltd.
Bafang Yunji Foods
(Shenzhen) Co., Ltd.
Heng Yue Feng Trading
(Shenzhen) Co., Ltd.
Shanghai Dante Coffee
Co., Ltd.
Food
processing
Food and
beverage
services
Food and
beverage
services
Investment
management
Food
processing
Food trading
Food and
beverage
services
$ 105,941
113,129
92,305
63,878
27,062
6,891
43,797
(2)
(2)
(2)
(2)
(2)
(2)
(2)
$ 105,941
USD
3,500,000
113,129
USD
3,700,000
92,305
USD
3,000,000
63,878
RMB 13,700,000
27,062
HKD 7,000,000
6,891
RMB 1,500,000
31,096
USD
958,500
$ -
-
-
-
-
-
-
$ -
-

-

-

-

-

-
$ 105,941
USD
3,500,000

113,129
USD
3,700,000

-

-

-

6,891
RMB 1,500,000

31,096
USD
958,500
( $ 1,764 )
( RMB
406,295 )
(
2,779 )
( RMB
640,089 )
(
298 )
( RMB
68,566 )
(
1 )
(RMB
196 )

139
RMB
31,993
-
491
RMB
113,131
100
100
-
-
-
100
71
( $ 1,764 )
( RMB
406,295 )
(
2,779 )
( RMB
640,089 )
(
298 )
( RMB
68,566 )
(
1 )
(RMB
196 )
139
RMB
31,993
-
349
RMB
80,323
$ 44,913
RMB 10,345,118
(
14,389 )
( RMB 3,314,278 )
-
-
-

-
48
RMB
10,958
$ -
-

-

-

-

-
-





  1. Investment q uota for Mainland China.
Investmentquota for Mainland China.
Accumulated amount of investment from Taiwan to
mainland China at the end of theperiod
Amount of investment approved by the Investment
Commission,MOEA
Investment quota for mainland China as stipulated by the
Investment Commission,MOEA
$ 502,428
(USD 16,341,534)
$ 502,428
(USD 16,341,534)
$ 1,819,519
  • Note 1: The investment methods can be divided into the following three types, and just indicat e as such.

  • (1) Invest in mainland China directly.

  • (2) Invest in Mainland China through companies in third regions. (Please specify the investment company of the third region).

  • (3) Other methods

  • Note 2: In the column of investment income or loss recognized in the current period.

  • (1) If the investment is under preparation and there is no investment income or loss, it should be noted.

  • (2) The basis for recognizing investment income or losses is divided into the following three categories, which should be speci fied.

A. The financial statements have been audited by an international CPA firm with which CPA firms in the ROC. has a cooperative re lationship.

B. The financial statements have been audited by the attesting CPA of the parent company in Taiwan.

  • C. Others

  • Note 3: In accordance with the "Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China" of th e Investment Commission dated 2008.8.29, the higher of 60% of the net worth of the investor company or the consolidated net worth shall be the limit.

Note 4: Including the deregistration of Zhejiang Fuyu Foods Co., Ltd. in July 2020, Xiamen Fuyu Bafang Equity Investment Co., Ltd. in February 2021, and Zhejiang Fuyu Foods Co., Ltd. and Zhejiang Fuyu Restaurant & Management Co., Ltd. in March 2021, the accumulated investment amount of $253,433 thousand remitted from Taiwan was not repatriated back.

  1. Significant transactions with investees in Mainland China directly or indirectly through third -region businesses: None.

  2. Endorsement, guarantee or provision of collaterals provided to investees in Mainland China directly or indirectly through third -region businesses: None.

  3. For financial accommodation provided to investees in Mainland China directly or indirectly through third -region businesses, please see Exhibit 1 for details of the relevant circumstances.

  4. Other transactions that have a significant effect on the current profit or loss or financial position: None.

  5. 74 -

Bafang Yunji International Co., Ltd. Information on major shareholders December 31, 2021

Exhibit 6

Name of major shareholders Shares Shares
Shareholding Shareholding
percentage
Fu Yu Investment Co., Ltd.
Lin, Chia-Yu
Su, Shu-Hsin
Dedicated account for the investment in Adept Capital
Holdings Limited entrusted to Cathay United Bank
for custody
9,304,966
5,095,963
4,031,784


3,323,000
14.08%
7.71%
6.10%
5.03%
  • 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 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.

  • 75 -

§Table of Contents for Schedule of Significant Accounting Items§

Item
Schedule of assets, liabilities and equity items
Schedule of cash and cash equivalents
Schedule of changes in financial assets at fair
value through profit or loss - current
Schedule of financial assets measured at
amortized cost - current
Schedule of accounts receivable
Schedule of inventories
Schedule of prepayments
Schedule of other current assets
Schedule of investments accounted for using
the equity method
Schedule of changes in property, plant and
equipment
Schedule of changes in right-of-use assets
Schedule of changes in accumulated
depreciation of right-of-use assets
Schedule of changes in intangible assets
Schedule of other non-current assets
Notes payable
Schedule of accounts payable
Schedule of other payables
Schedule of other current liabilities
Schedule of lease liabilities
Schedule of deferred income tax liabilities
Schedule of profit or loss items
Schedule of operating revenue
Schedule of operating costs
Schedule of operating expenses
Schedule of employee benefits, depreciation
and amortization expenses incurred in the
period summarized by function
Schedule of other income and expenses
Number/Index
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5
Note 15
Schedule 6
Schedule 7
Note 12
Schedule 8
Schedule 9
Note 14
Schedule 10
Schedule 11
Schedule 12
Schedule 13
Schedule 14
Schedule 15
Note 24
Schedule 16
Schedule 17
Schedule 18
Schedule 20
Schedule 19
  • 76 -

Bafang Yunji International Co., Ltd. Schedule of cash and cash equivalents December 31, 2021

Unit: In thousands of NT$

December 31, 2021
Schedule 1
Item
Cash on hand
Checking deposits
Demand deposits
Foreign currency
deposits
Cash equivalents
Bonds with
repurchase
agreement
Time deposit
Unit: In
Summary
Bank A
Bank A
Bank B
Bank C
Others
Bank A (including USD
139,[email protected], etc.)
Bank B (including USD
1,034,[email protected], etc.)
Others
Bank C
thousands of NT$ Amount


$ 518
1,000
121,682
43,838
132,512
501
3,852
28,622
474
257,680
200,000
$ 790,679
  • 77 -

Bafang Yunji International Co., Ltd.

Schedule of changes in financial assets at fair value through profit or loss - current For the year ended December 31, 2021

Unit: In thousands of NT$, unless otherwise specified

Schedule 2
Name of financial instruments
President DSU USD 100%
Capital Protected Structured
Instrument
President DSU NTD 100%
Capital Protected Structured
Instrument
Beginningof theperiod
Number of
shares or
board lots
Fair value
-
$ -
-

-
$ -
Increase in theperiod
Amount
$ 88,924
50,000
$ 138,924
Decrease in theperiod
Number of
shares or
board lots
Amount
-
( $ 44,556 )
-

-

($ 44,556)
Unit: In thousands of NT$, unless otherwise specified
End of theperiod
Provision of
guarantee or
pledge
Valuation
amount
Number of
shares or
board lots
Fair value
Remarks
( $ 71 )
-
$ 44,297
None

5
-
50,005
None
($ 66)
$ 94,302
Number of
shares or
board lots
-

-


Number of
shares or
board lots
-

-

Number of
shares or
board lots
-

-





  • 78 -

Bafang Yunji International Co., Ltd. Schedule of financial assets measured at amortized cost - current December 31, 2021

December 31, 2021
Schedule 3
Name
Bank time deposit with Taipei
Fubon Bank
Bank time deposit with Welcome
To Sunny Bank
Pledged time deposits with Hua
Nan Commercial Bank
Number of board
lots
-
-
-
Par value
-
-
-
Total amount
$ 300,000
100,000

374
$ 400,374
Interest rate
0.33%
0.59%
0.41%
Carrying amount
$ 300,000
100,000

374
$ 400,374
Unit: In thousands of NT$ Accumulated
impairment
Remarks
$ -

-


-
Please refer to Note 32
for pledges.
$ -






  • 79 -

Bafang Yunji International Co., Ltd. Schedule of accounts receivable December 31, 2021

Unit: In thousands of NT$

Schedule 4
Customer name
Franchisee accounts
receivable
Less: Allowance for losses
Subtotal
Accounts receivable -
related parties
Total
Unit: In thousands of NT$ Summary
Amount
Food ingredients
receivable
$ 70,565
(
477)
70,088
Food ingredients
receivable

29,658
$ 99,746

(

$ 70,565

477)
70,088
29,658
$ 99,746

Note: The balance of each customer does not exceed 5% of the balance of this account.

  • 80 -

Bafang Yunji International Co., Ltd. Schedule of inventories December 31, 2021

Schedule 5
Item
Raw materials
Semi-finished
products
Finished products
Merchandise
Less: Allowance
for loss on
decline in value
and obsolescence
of inventories
Summary
Meat, other food
ingredients, etc.
Defrosted meat, etc.
Stuffing, marinated meat,
etc.
Store supplies, etc.
Unit: In thousands of NT$ Book value
Marketprice
$ 134,263
$ 131,077
9,956
10,216
15,200
21,179
17,579
21,031
(
8,572)

-
$ 168,426
$ 183,503

(

Note: Market price is calculated based on net realizable value.

  • 81 -

Bafang Yunji International Co., Ltd. Schedule of other current assets December 31, 2021

Schedule 6
Item
Other financial assets (1)
Temporary payments
Payments for others
Unit: In thousands of NT$ Summary
Amount
Restricted bank demand
deposits
$ 8,363
252

59
$ 8,674
Unit: In thousands of NT$ Summary
Amount
Restricted bank demand
deposits
$ 8,363
252

59
$ 8,674
Unit: In thousands of NT$ Summary
Amount
Restricted bank demand
deposits
$ 8,363
252

59
$ 8,674


$ 8,363
252
59
$ 8,674
  • 82 -

Bafang Yunji International Co., Ltd.

Schedule of changes in long-term equity investments accounted for usi ng the equity method For the year ended December 31, 2021

Schedule 7

Unit: In thousands of NT$


Non-listed companies
valued using the equity
method (Note 1)
Bafang Yunji
Restaurant Co.,
Ltd.

Bafang Yunji
(Samoa)
International
Co.,LTD.

Fang Sin
International
Trading Co., Ltd.

Bafang Co., Ltd.
Bafang Yunji
International
(USA) Limited
Dante Coffee &
Foods Co., Ltd.
Amount at the beginning of the
period
Number of
shares
Amount
15,000,000 $ 203,024
16,691,980
352,733
4,000,000
41,857
30,000
68,906
500
71,064
6,570,400
66,101

$ 803,685
Amount at the beginning of the
period
Number of
shares
Amount
15,000,000 $ 203,024
16,691,980
352,733
4,000,000
41,857
30,000
68,906
500
71,064
6,570,400
66,101

$ 803,685
Increase in theperiod(Note 4)

Number of
shares
Amount

- $ -

-
-

-
-

-
-

-
-
1,549,600
12,335
$ 12,335
Increase in theperiod(Note 4)

Number of
shares
Amount

- $ -

-
-

-
-

-
-

-
-
1,549,600
12,335
$ 12,335
Decrease in theperiod(Note 3)
Number of
shares
Amount

- ( $ 37,754 )

-
-

- (
722 )

-
-

-
-
-
-

($ 38,476)
Investment
income(loss)
$ 27,198

75,305

2,825
(
1,001 )
(
9,281 )
(
34,140)

$ 60,906
Cumulative
translation
adjustments
$ -
(
7,566 )

-
(
8,870 )
(
1,887 )

9

($ 18,314)
Balance at the end of theperiod
Number of
shares
Shareholding
%
Amount
15,000,000
100
$ 192,468
16,691,980
100
420,472
4,000,000
100
43,960

30,000
100
59,035

500
100
59,896
8,120,000
85.29

44,305
$ 820,136
Balance at the end of theperiod
Number of
shares
Shareholding
%
Amount
15,000,000
100
$ 192,468
16,691,980
100
420,472
4,000,000
100
43,960

30,000
100
59,035

500
100
59,896
8,120,000
85.29

44,305
$ 820,136
Balance at the end of theperiod
Number of
shares
Shareholding
%
Amount
15,000,000
100
$ 192,468
16,691,980
100
420,472
4,000,000
100
43,960

30,000
100
59,035

500
100
59,896
8,120,000
85.29

44,305
$ 820,136
Market price or equity net worth
(Note 2)
Unit price
(NT$)
Totalprice
12.83
$ 192,468
25.19
420,472
10.99
43,960
1,967.83
59,035
119,792
59,896
5.46

44,305

$ 820,136
Market price or equity net worth
(Note 2)
Unit price
(NT$)
Totalprice
12.83
$ 192,468
25.19
420,472
10.99
43,960
1,967.83
59,035
119,792
59,896
5.46

44,305

$ 820,136
Valuation
basis
Equity method
Equity method
Equity method
Equity method
Equity method
Equity method
Provision of
guarantee or
pledge
Number of
shares
15,000,000
16,691,980
4,000,000
30,000
500
6,570,400
Number of
shares

-

-

-

-

-
1,549,600
Number of
shares

-

-

-

-

-
-
Number of
shares
15,000,000
16,691,980
4,000,000

30,000

500
8,120,000
Shareholding
%
100

100
100
100
100
85.29

Unit price
(NT$)
12.83

25.19
10.99
1,967.83
119,792
5.46

















None
None
None
None
None
None

Note 1: The calculation is based on the financial statements audited by CPAs for the same period. Note 2: The calculation of equity net worth is based on the investee's financial statements and the Company's shareholding percentage Note 3: Details of the decrease for the period are as follows :

Note 3: Details of the decrease for the period are as follows :
Item
Receipt of cash dividends from subsidiaries
Note 4: Details of the decrease for the period are as follows:
Item
Actual acquisition price of equity in Dante Coffee & Foods Co., Ltd.
Capital surplus - difference between the acquisition price and book value of
equity in Dante Coffee & Foods Co., Ltd.
Undistributed earnings - difference between the acquisition price and book
value of equity in Dante Coffee & Foods Co., Ltd.
Amount
( $ 38,476)
Amount

(
(
$ 21,216

2,925 )

5,956)
$ 12,335
  • 83 -

Bafang Yunji International Co., Ltd. Schedule of changes in right-of-use assets For the year ended December 31, 2021

Schedule 8

Unit: In thousands of NT$

Item

Land

Building
Transportation
equipment
Balance at the
beginning of
theperiod
$ 36,536
87,913
143,775

$ 268,224
Increase in
the period

$ 24,515

8,054
58,522

$ 91,091
Decrease in
the period

$ -
(
7,135 )
(
8,019)

($ 15,154)
Balance at the
end of the
period
Balance at the
end of the
period








$ 61,051

88,832
194,278
$ 344,161
  • 84 -

Bafang Yunji International Co., Ltd. Schedule of changes in accumulated depreciation of right-of-use assets For the year ended December 31, 2021

Schedule 9

Unit: In thousands of NT$

Item

Land

Building
Transportation
equipment

Balance at the
beginning of
theperiod
$ 457
22,084

38,760

$ 61,301
Increase in
the period

$ 2,408

13,202
38,428

$ 54,038
Decrease in
the period

$ -
(
7,135 )
(
8,019)

($ 15,154)
Balance at the
end of the
period
Balance at the
end of the
period








$ 2,865

28,151
69,169
$ 100,185
  • 85 -

Bafang Yunji International Co., Ltd. Schedule of other non-current assets December 31, 2021

December 31, 2021
Schedule 10
Item
Prepayments for
equipment
Refundable
deposits
Unit: In
Summary
Payment for plant and equipment
Lease deposits, etc.
thousands of NT$ Amount
$ 39,690

42,856
$ 82,546


  • 86 -

Bafang Yunji International Co., Ltd. Schedule of notes payable December 31, 2021

Schedule 11
Customer name
Shung Ye
Summary
Deposits
Unit: In thousands of NT$ Amount
Remarks
$ 1,000
Unit: In thousands of NT$ Amount
Remarks
$ 1,000
  • 87 -

Bafang Yunji International Co., Ltd. Schedule of accounts payable December 31, 2021

Schedule 12
Vendor name
New Cheng
Master Channels Corporation
Others (Note)
Related party
Unit: In thousands of NT$ Summary
Amount
Payment for goods
$ 8,260

15,636

138,492

3,101
$ 165,489
Unit: In thousands of NT$ Summary
Amount
Payment for goods
$ 8,260

15,636

138,492

3,101
$ 165,489
Unit: In thousands of NT$ Summary
Amount
Payment for goods
$ 8,260

15,636

138,492

3,101
$ 165,489



$ 8,260
15,636
138,492
3,101
$ 165,489

Note: The balance of each vendor does not exceed 5% of the balance of this account.

  • 88 -

Bafang Yunji International Co., Ltd. Schedule of other payables December 31, 2021

Unit: In thousands of NT$

December 31, 2021
December 31, 2021
December 31, 2021
Schedule 13
Item
Other payables
Related party
Unit: In thousands of NT$ Summary
Amount
Dividends payable
$ 150,112
Salaries payable and bonus
110,432
Remuneration payable to
employees and directors and
supervisors
15,000
Insurance premiums payable
7,745
Retirement benefits payable
4,898
Equipment payables
4,529
Business tax payable
18,398
Service expenses payable
1,242
Other expenses payable
(Note)

24,584
336,940
Marketing and advertising
expenses payable
8,474
Others (Note)

2,468

10,942
$ 347,882






$ 150,112
110,432
15,000
7,745
4,898
4,529
18,398
1,242
24,584
336,940
8,474
2,468
10,942
$ 347,882

Note: The balance of each vendor does not exceed 5% of the balance of this account.

  • 89 -

Bafang Yunji International Co., Ltd. Schedule of other current liabilities December 31, 2021

Unit: In thousands of NT$

December 31, 2021
December 31, 2021
December 31, 2021
Schedule 14
Item
Receipts under
custody
Financial liabilities
Advanced receipts
Temporary receipts
Unit: In thousands of NT$ Summary
Amount
Income tax withholding, etc
$ 2,586
2,575
11

1,082
$ 6,254


$ 2,586
2,575
11
1,082
$ 6,254
  • 90 -

Bafang Yunji International Co., Ltd. Schedule of lease liabilities December 31, 2021

Schedule 15
Item
Land
Building
Transportation equipment
Less: Recorded as current
liabilities
Lease liabilities -
non-current
Leaseperiod
19~20 years
1~12 years
3~5 years
Unit: In thousands of NT$ Discount rate
Amount
1.42%
$ 36,334
1.25%1.7%
49,623
1.25%~1.7%
134,923
(
53,838)
$ 167,042
Unit: In thousands of NT$ Discount rate
Amount
1.42%
$ 36,334
1.25%1.7%
49,623
1.25%~1.7%
134,923
(
53,838)
$ 167,042
Unit: In thousands of NT$ Discount rate
Amount
1.42%
$ 36,334
1.25%1.7%
49,623
1.25%~1.7%
134,923
(
53,838)
$ 167,042


(
$ 36,334
49,623
134,923

53,838)
$ 167,042
  • 91 -

Bafang Yunji International Co., Ltd. Schedule of operating revenue For the year ended December 31, 2021

Bafang Yunji International Co., Ltd.
Schedule of operating revenue
For the year ended December 31, 2021
Bafang Yunji International Co., Ltd.
Schedule of operating revenue
For the year ended December 31, 2021
Bafang Yunji International Co., Ltd.
Schedule of operating revenue
For the year ended December 31, 2021
Schedule 16
Unit: In thousands of NT$ Name
Amount
Food processing
$ 3,293,098
Merchandise trading
711,814
Licensing revenue

11,032
$ 4,015,944


$ 3,293,098
711,814
11,032
$ 4,015,944
  • 92 -

Bafang Yunji International Co., Ltd. Schedule of operating costs For the year ended December 31, 2021

Schedule 17

Unit: In thousands of NT$

Item
Merchandise
Inventories at the beginning of the period
Purchases in the period (net)
Inventories at the end of the period
Less: Merchandise cycle count loss
Less: Merchandise scrapping loss
Less: Others
Cost of merchandise sold
Raw materials
Raw materials at the beginning of the period
Purchases in the period
Raw materials at the end of the period
Add: Others
Less: Raw materials cycle count loss
Less: Raw materials scrapping
Less: Raw materials sold
Direct raw material consumption
Supplies
Supplies at the beginning of the period
Purchases in the period
Supplies at the end of the period
Less: Supplies cycle count loss
Less: Transferred to other expenses and others
Indirect material consumption
Direct labors
Manufacturing expenses
Manufacturing costs
Semi-finished products
Semi-finished products at the beginning of the period
Purchases in the period
Semi-finished products at the end of the period
Less: Semi-finished product cycle count loss
Less: Semi-finished product scrapping
Less: Others
Cost of finished products
Finished products
Costs of finished products at the beginning of the period
Purchases in the period
Costs of finished products at the end of the period
Less: Finished product cycle count loss
Less: Finished product scrapping
Less: Transferred to other expenses and others
Production and selling costs
Costs of raw materials sold
Operating costs of semi-finished products
Inventory cycle count loss
Inventory scrapping
Other operating costs
Amount

(
(
(
(

(
(
(
(

(
(
(




(
(
(
(
(

(
(
(
(
(
(
$ 12,975
562,897

17,579 )

40 )

420 )

635)
557,198
118,386
1,729,693

130,082 )
779

2,030 )

1,138 )

55,304)
1,660,304
3,570
54,461

4,181 )

2 )

53,848)
-
155,040
341,220
2,713,762
5,798
13

9,956 )

438 )

50 )

948)

5,581)
2,708,181
12,007
13

15,200 )
$ 778 )

4,026 )

188)

8,172)
2,700,009
55,304
433
3,288
5,634

1,228)
$ 2,763,440
  • 93 -

Bafang Yunji International Co., Ltd. Schedule of operating expenses For the year ended December 31, 2021

Schedule 18
Item
Salary expenses

Advertising
expenses
Insurance expenses
Pension
Depreciation
expenses
Various allocations
Training expenses
Other expenses

Selling and
marketing
$ 162,872

84,714

16,262
7,620
41,843

34
1,674
47,131

$ 362,150
General and
administrative
$ 123,248

52
7,275
3,599
16,393
1,579
21,379

93,417

$ 266,942
Unit: In thousands of NT$
Research and
development
Total
$ 6,237
$ 292,357
-
84,766
331
23,868
216
11,435
1,977
60,213
-
1,613
-
23,053

4,143
144,691
$ 12,904
$ 641,996
Unit: In thousands of NT$
Research and
development
Total
$ 6,237
$ 292,357
-
84,766
331
23,868
216
11,435
1,977
60,213
-
1,613
-
23,053

4,143
144,691
$ 12,904
$ 641,996
Unit: In thousands of NT$
Research and
development
Total
$ 6,237
$ 292,357
-
84,766
331
23,868
216
11,435
1,977
60,213
-
1,613
-
23,053

4,143
144,691
$ 12,904
$ 641,996










$ 292,357
84,766
23,868
11,435
60,213
1,613
23,053
144,691
$ 641,996
  • 94 -

Bafang Yunji International Co., Ltd. Schedule of other income and expenses For the year ended December 31, 2021

Unit: In thousands of NT$

Schedule 19
Item
Loss on disposal of property,
plant and equipment
Net foreign currency exchange
loss
Loss on financial assets at fair
value through profit or loss
Others
Unit: In thousands of NT$ Summary
Amount
( $ 316 )
(
548 )
(
66 )
(
215)
($ 1,145)
( $ 316 )
(
548 )
(
66 )
(
215)
($ 1,145)
  • 95 -

Bafang Yunji International Co., Ltd.

Schedule of employee benefits, depreciation and amortization expenses incurred in the period summarized by function For the years ended December 31, 2021 and 2020

Schedule 20

Unit: In thousands of NT$

Employee benefit expenses
Salary expenses
Labor and health insurance
expenses
Pension expenses
Remuneration to directors
Other employee benefit
expenses
Depreciation expenses
Amortization expenses
2021 Total
$ 482,813
40,993
19,336
19,116
19,886
$ 582,144
$ 149,945
$ 1,726
2020
For operatingcosts
$ 209,572
19,101
7,901
-

10,381
$ 246,955
$ 89,731
$ 113
For operating
expenses
$ 273,241
21,892
11,435
19,116

9,505
$ 335,189
$ 60,214
$ 1,613
For operatingcosts
$ 183,502
15,729
6,930
-

8,992
$ 215,153
$ 80,525
$ 116
For operating
expenses
$ 235,507
18,557
10,073
16,254

8,297
$ 288,688
$ 47,534
$ 1,595
Total
























$ 419,009
34,286
17,003
16,254
17,289
$ 503,841
$ 128,059
$ 1,711

Note:

  1. The number of employees in the current and previous years was 524 and 477, respectively, of which the number of directors who were not also emplo yees was 8.

  2. (1) The average employee benefit expense for the current year was $1,091 thousand ("Total employee benefit expense f or the current year - total directors' remuneration " / "Number of employees for the current year - number of directors who are not also employees").

    • The average employee benefit expense for the previous year was $1,040 thousand ("Total employee benefit ex pense for the previous year - total directors' remuneration " / "Number of employees for the previous year - number of directors who are not also employees").
  3. (2) The average employee salary expense for the current year was $936 thousand ("Total employee s alary expense for the current year" / "Number of employees for the current year - number of directors who are not also employees").

    • The average employee salary expense for the previous year was $893 thousand ("Total employee salary expense for the previous year" / "Number of employees for the previous year - number of directors who are not also employees").
  4. (3) Increase of 4.82% in the adjustment of average employee salary expense ("Average employee salary expense for the current year - Average employee salary expense for the

    • previous year" / Average employee salary expense for the previous year).
  5. (4) Supervisors' remuneration for the current year and the previous year: The Audit Committee was established in June 2020, s o there was no supervisor; the supervisors' remuneration for the previous year was $1,100 thousand.

  6. (5) The Company’s salary and remuneration policy (including directors, managers and employees)

    • A. Salary and remuneration of the Company's directors is determined in accordance with the "Regula tions Governing the Salary and Remuneration of Directors and Functional Members", which includes remuneration, retirement pension, business execution related expenses and other remunerat ion ; their remuneration is reasonably paid in accordance with the regulations; the remuneration of directors is determined in accordance with Article 18 of the Company's Articles of Incorporatio n, and no more than 1% of the Company's annual profit shall be appropriated as remuneration to directors; retirement pension and bu siness execution expenses are determined in accordance with the relevant regulations. Salary and remuneration of directors is reviewed by the Remuneration Committee and the Board of Directors, and the salary and remuneration system is reviewed from time to time depending on the actual operating conditions.

    • B. Remuneration of the president, vice president and managerial officers includes salary remuneration, retirement pension, emplo yee remuneration and business execution related expenses. Remuneration is determined by reference to industry standards, taking into account the position, rank, education and experience, professional ability and contribution to the Company, and the Company’s operating results In accordance with Article 18 of the Company's Article s of Incorporation, not less than 1% of the Company's annual profit, if any, shall be provided as employee remuneration; retirement pension and business execution expens es shall be handled in accordance with the relevant regulations. The relevant salary and remuneration to employees are submitted to the Remuneration Committee for consideration and distribution after the Board of Directors' approval.

  7. 96 -

  8. C. Remuneration of the regular employees includes salary remuneration, retirement pension, employee remunera tion and business execution related expenses. Salary is determined by reference to industry standards, taking into account the position, rank, education and experience, professional ability; Bonuses and related incentives are paid based on individual performance, achievement of departmental goals, and consideration of the Company's operating results. In accordance with Article 1 8 of the Company's Articles of Incorporation, not less than 1% of the Company's annual profit, if any, shall be provided as employe e remuneration.

  9. 97 -