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Bafang — Annual Report 2024
Nov 13, 2024
52194_rns_2024-11-13_063b8d08-9931-4f62-aa93-ffb519da007f.pdf
Annual Report
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Bafang Yunji International Co., Ltd. and subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report
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§Table of Contents§
| §Table of Contents§ | |
|---|---|
| Item Page I. Cover 1 II. Table of Contents 2 III. Declaration of Consolidation of Financial Statement of Affiliates 3 IV. Independent Auditor’s Report 4 ~7V. Consolidated Balance Sheets 8 VI. Consolidated Statements of Comprehensive Income 9 ~10VII. Consolidated Statements of Changes in Equity 11 VIII. Consolidated Statements of Cash Flows 12 ~13IX. Notes to consolidated financial statements (I) Company History 14 (II) Date and Procedure for Approval of Financial Statements 14 (III) Application of New and Revised Standards and Interpretation 14 ~16(IV) Summary of Significant Accounting Policies 17 ~27(V) Material Accounting Judgments and Key Sources of Estimation Uncertainty 27 ~28(VI) Summary of Significant Accounting Items 28 ~70(VII) Related party transactions 71 ~74(VIII) Assets Pledged as Collateral or For Security 74 (IX) Significant contingent liabilities and unrecognized commitments 75 (X) Significant subsequent events 75 (XI) Others 75 (XII) Additional Disclosure 76~77 、80~891. Information on Significant Transactions 2. Information on Investees 3. Information on investment in Mainland China 4. Information of major shareholders (XIII) Segment information 77 ~79 |
Number of notes to |
| financial statements | |
| - - - - - - - - 1 2 3 4 5 6~35 36 37 38 39 40 41 42 |
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DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The entities that are required to be included in the combined financial statements of Bafang Yunji International Co., Ltd. as of and for the year ended December 31, 2024, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements”. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Bafang Yunji International Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
BAFANG YUNJI INTERNATIONAL CO., LTD. By
LIN, HSIN-YI Chairperson March 13, 2025
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Bafang Yunji International Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Bafang Yunji International Co., Ltd. and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2024 is described as follows:
Authenticity of Sales Revenues from Shipments to Specific Customers
The Group is principally engaged in food processing, food ingredients trading and providing food and beverage 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 Group 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, refer to Note 4(13).
We conducted the following audit procedures:
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Understand and test the design and implementation of internal control relevant to revenue recognition for specific customers.
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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.
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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.
Other Matter
We have also audited the parent company only financial statements of Bafang Yunji International Co., Ltd. as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committees, are responsible for overseeing the Group’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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 Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Li-Huang Lee and Nai-Hua Kuo.
Deloitte & Touche Taipei, Taiwan Republic of China March 14, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 35) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 35) Financial assets at amortized cost - current (Notes 4, 8, 9, 35 and 37) Notes receivable (Notes 4, 11, 26 and 35) Accounts receivables (Notes 4, 11, 26, 35 and 36) Lease receivables (Notes 4, 12 and 36) Other receivables (Notes 4, 11, 35 and 36) Current tax assets (Notes 4 and 28) Inventories (Notes 4 and 13) Other prepayments (Note 18) Other current assets (Notes 19, 35 and 37) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 10 and 35) Financial assets at amortized cost - non-current (Notes 4, 8, 9, 35 and 37) Property, plant and equipment (Notes 4, 15 and 37) Right-of-use assets (Notes 4, 16 and 36) Other intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 28) Prepayments for equipment (Note 19) Long-term lease receivables (Notes 4, 12 and 36) Refundable deposits (Notes 19 and 35) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 20, 35 and 37) Notes payable (Notes 21 and 35) Accounts payables (Notes 21 and 35) Other payables (Notes 22, 35 and 36) Current tax liabilities (Notes 4 and 28) Lease liabilities - current (Notes 4, 16, 33, 35 and 36) Current portion of long-term borrowings (Notes 20, 33, 35 and 37) Other current liabilities (Notes 22 and 35) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 20, 33, 35 and 37) Deferred tax liabilities (Notes 4 and 28) Lease liabilities - non-current (Notes 4, 16, 33, 35 and 36) Provisions (Notes 4 and 23) Net defined benefit liabilities - non-current (Notes 4 and 24) Guarantee deposits received (Notes 22, 33, 35 and 36) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 14, 25, 30 and 32) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2024 | % 14 4 2 - 3 - - - 5 2 - 30 - - 43 22 - - 2 - 3 70 100 3 - 4 9 1 7 - 1 25 - - 17 - - 1 18 43 10 15 7 - 20 27 1 53 4 57 100 |
2023 | |||
|---|---|---|---|---|---|---|
| Amount $ 962,149 250,390 108,550 - 178,107 29,931 5,284 8,344 298,953 149,115 2,787 1,993,610 3,750 9,780 2,879,204 1,491,751 17,474 5,777 111,184 32,807 177,875 4,729,602 $ 6,723,212 $ 181,963 2,160 261,494 616,666 92,217 444,828 4,777 53,502 1,657,607 26,937 25,459 1,134,848 6,698 347 55,476 1,249,765 2,907,372 666,448 1,000,579 495,473 1,619 1,362,129 1,859,221 47,148 3,573,396 242,444 3,815,840 $ 6,723,212 |
Amount $ 803,523 210,241 541,141 71 161,182 44,077 17,463 3,444 247,441 115,636 3,428 2,147,647 3,750 - 2,378,535 1,309,593 18,557 6,223 79,309 67,691 169,234 4,032,892 $ 6,180,539 $ 302,000 1,522 238,308 551,617 41,357 413,789 4,244 55,757 1,608,594 29,529 10,384 1,020,093 7,036 2,635 53,461 1,123,138 2,731,732 664,948 996,533 440,197 4,247 1,277,604 1,722,048 (1,619) 3,381,910 66,897 3,448,807 $ 6,180,539 |
% | ||||
| 13 3 9 - 3 1 - - 4 2 - 35 - - 39 21 - - 1 1 3 65 100 5 - 4 9 - 7 - 1 26 - - 17 - - 1 18 44 11 16 7 - 21 28 - 55 1 56 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 26, 36 and 42) OPERATING COSTS (Notes 13 and 27) GROSS PROFIT OPERATING EXPENSES (Notes 11, 16, 24, 27 and 36) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 10, 16, 27, 31 and 36) Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 28) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 4, 24, 25 and 28) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax related to items that will not be reclassified subsequently to profit or loss |
2024 | % 100 (65) 35 (20) (6) - - (26) 9 - 1 - (1) - 9 (2) 7 - - |
2023 | |||
|---|---|---|---|---|---|---|
| Amount $ 8,027,985 (5,250,164) 2,777,821 (1,585,207) (453,000) (18,078) - (2,056,285) 721,536 15,657 54,936 5,998 (41,519) 35,072 756,608 (165,510) 591,098 1,798 (360) |
Amount % $ 7,339,890 100 (4,787,287) (65) 2,552,603 35 (1,443,944) (20) (420,300) (6) (20,031) - 305 - (1,883,970) (26) 668,633 9 30,184 - 37,047 - (26,233) - (31,889) - 9,109 - 677,742 9 (139,987) (2) 537,755 7 (792) - 158 - (Continued) |
% | ||||
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 29) Basic Diluted |
2024 | % 1 - 1 8 7 - 7 8 - 8 |
2023 | |||
|---|---|---|---|---|---|---|
| Amount 68,388 (12,191) 57,635 $ 648,733 $ 602,016 (10,918) $ 591,098 $ 652,221 (3,488) $ 648,733 $ 9.05 $ 9.02 |
Amount 3,489 (665) 2,190 $ 539,945 $ 554,172 (16,417) $ 537,755 $ 556,166 (16,221) $ 539,945 $ 8.35 $ 8.31 |
% | ||||
| - - - 7 7 - 7 7 - 7 |
||||||
| $ | $ | |||||
| $ | $ | |||||
| $ | $ | |||||
| $ | $ | |||||
| $ | $ | |||||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| BALANCE AS OF JANUARY 1, 2023 Appropriation of earnings Legal reserve Special reserve Cash dividends distributed by the Company Difference between actual disposal or acquisition price and carrying amount of subsidiary shares Issuance of ordinary shares under employee share options Share-based payment transactions Other changes in capital surplus Gain on exercise of right of disgorgement by the issuing company Net profit for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023, net of income tax Total comprehensive income for the year ended December 31, 2023 BALANCE AT DECEMBER 31, 2023 Appropriation of earnings Legal reserve Special reserve Cash dividends distributed by the Company Difference between actual disposal or acquisition price and carrying amount of subsidiary shares Changes in percentage of ownership interests in subsidiaries Issuance of ordinary shares under employee share options Share-based payment transactions Net profit for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024, net of income tax Total comprehensive income for the year ended December 31, 2024 Non-controlling interests BALANCE AT DECEMBER 31, 2024 |
Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Total $ 3,282,314 - - (465,117 ) (962 ) 4,441 4,969 99 554,172 1,994 556,166 3,381,910 - - (465,763 ) 56 (518 ) 3,765 1,725 602,016 50,205 652,221 - $ 3,573,396 |
Non-controlling Interests $ 82,156 - - - 962 - - - (16,417 ) 196 (16,221) 66,897 - - - (56 ) 518 - - (10,918 ) 7,430 (3,488) 178,573 $ 242,444 |
Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Number of Shares (In Thousands of Shares) Amount 66,326 $ 663,258 - - - - - - - - 169 1,690 - - - - - - - - - - 66,495 664,948 - - - - - - - - - - 150 1,500 - - - - - - - - - - 66,645 $ 666,448 |
Capital Surplus $ 988,905 - - - (191 ) 2,751 4,969 99 - - - 996,533 - - - 56 - 2,265 1,725 - - - - $ 1,000,579 |
Retained Earnings | Unappropriated Earnings $ 1,196,578 (34,313 ) 27,689 (465,117 ) (771 ) - - - 554,172 (634) 553,538 1,277,604 (55,276 ) 2,628 (465,763 ) - (518 ) - - 602,016 1,438 603,454 - $ 1,362,129 |
Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations $ (4,247 ) - - - - - - - - 2,628 2,628 (1,619 ) - - - - - - - - 48,767 48,767 - $ 47,148 |
|||||||||
| Number of Shares (In Thousands of Shares) 66,326 - - - - 169 - - - - - 66,495 - - - - - 150 - - - - - 66,645 |
|||||||||||||
| Legal Reserve $ 405,884 34,313 - - - - - - - - - 440,197 55,276 - - - - - - - - - - $ 495,473 |
Special Reserve $ 31,936 - (27,689 ) - - - - - - - - 4,247 - (2,628 ) - - - - - - - - - $ 1,619 |
||||||||||||
| $ 3,364,470 - - (465,117 ) - 4,441 4,969 99 537,755 2,190 539,945 3,448,807 - - (465,763 ) - - 3,765 1,725 591,098 57,635 648,733 178,573 $ 3,815,840 |
The accompanying notes are an integral part of the consolidated financial statements.
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss reversed Net gain on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share-based compensation cost Loss on disposal and write-off of property, plant and equipment Loss on disposal of intangible assets Losses on disposal of subsidiaries Gain on lease modification Changes in operating assets and liabilities Notes receivable Accounts receivables Other receivables Inventories Prepayments Other current assets Notes payable Accounts payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Payments for right-of-use assets |
2024 $ 756,608 757,036 5,542 - (2,182) 41,519 (15,657) (32) 1,725 9,601 - - (1,135) 71 (17,004) 12,008 (51,574) (33,479) 634 638 23,186 24,663 (2,255) (490) 1,509,423 14,856 (6,455) (116,580) 1,401,244 (1,494,000) 1,456,033 422,811 (718,905) 61,832 (8,641) (4,439) - |
2023 | ||
|---|---|---|---|---|
| $ 677,742 684,028 4,484 (305) (1,492) 31,889 (30,184) (210) 4,969 17,467 175 8,737 (2,206) (71) (22,293) (4,206) (20,412) (24,045) (617) (1,029) 39,591 29,396 (4,194) (403) 1,386,811 27,501 (3,522) (190,959) 1,219,831 (712,000) 613,479 586,625 (966,255) 67,953 (4,293) (7,056) (200) (Continued) |
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| Decrease in lease receivables Decrease in other financial assets Increase in prepayments for equipment Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Proceeds from exercise of employee share options Changes in non-controlling interests Proceeds from exercise of right of disgorgement by the issuing company Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2024 43,163 7 (72,547) 32 (314,654) - (120,037) (4,454) 2,015 (554,740) (465,463) 3,765 178,573 - (960,341) 32,377 158,626 803,523 $ 962,149 |
2023 | ||
|---|---|---|---|---|
| 59,420 18,418 (28,929) 210 (372,628) 272,000 - (4,230) 13,350 (521,754) (497,539) 4,441 - 99 (733,633) (63) 113,507 690,016 $ 803,523 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. COMPANY HISTORY
Bafang Yunji International Co., Ltd. (“the Company”) was incorporated 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 on the Taiwan Stock Exchange since September 2021.
The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. DATE AND PROCEDURE FOR APPROVAL OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 13, 2025.
3. APPLICATION OF NEW AND REVISED STANDARDS AND INTERPRETATION
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (referred to as the “2020 amendments”) and “Non-current Liabilities with Covenants” (referred to as the “2022 amendments”)
The 2020 amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights exist at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right.
The 2020 amendments also stipulate that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date. The 2022 amendments further clarify that only covenants with which an entity is required to comply on or before the reporting date should affect the classification of a liability as current or non-current. Although the covenants to be complied with within twelve months after the reporting period do not affect the classification of a liability, the Group shall disclose information that enables users of financial statements to understand the risk of the Group, which may have difficulty complying with the covenants and repaying its liabilities within twelve months after the reporting period.
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The 2020 amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such an option is recognized separately as equity in accordance with IAS 32 “Financial Instruments: Presentation”, the aforementioned terms would not affect the classification of the liability.
- b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2025
| New,Amended andRevised Standards andInterpretations Amendments to IAS 21 “Lack of Exchangeability” Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of classification of financial assets |
Effective Date Announced byIASB |
|---|---|
| January 1, 2025 (Note 1) January 1, 2026 (Note 2) |
-
Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.
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Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. It is permitted to apply these amendments for an earlier period beginning on January 1, 2025. An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.
Amendments to IAS 21 “Lack of Exchangeability”
The amendments stipulate that a currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. An entity shall estimate the spot exchange rate at a measurement date when a currency is not exchangeable into another currency to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. In this situation, the Group shall disclose information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, its financial performance, financial position and cash flows.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of other standards and interpretations will not have a material impact on the Group’s financial position and financial performance.
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- c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
| New, Amended and Revised Standards and Interpretations Annual Improvements to IFRS Accounting Standards - Volume 11 Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of derecognition of financial liabilities Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 - Comparative Information” IFRS 18 “Presentation and Disclosure in Financial Statements” IFRS 19 “Subsidiaries without Public Accountability: Disclosures” |
Effective Date Announced by IASB (Note) |
|---|---|
| January 1, 2026 January 1, 2026 January 1, 2026 To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2027 January 1, 2027 |
Note: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
IFRS 18 “Presentation and Disclosures in Financial Statements”
IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:
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Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discontinued operations categories.
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The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.
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Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as “other” only if it cannot find a more informative label.
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Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the other impacts of the above amended standards and interpretations on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
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4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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c. Classification of current and non-current assets and liabilities
Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period; and
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3) Liabilities for which the Group does not have the substantial right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
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d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 14 and Table 8 of Note 41 for detailed information on subsidiaries (including percentages of ownership and main businesses).
e. Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.
For the purpose of presenting consolidated financial statements, the financial statements of the Company’s foreign operations (including subsidiaries and associates) that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate)
On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
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f. Inventories
Inventories consist of raw materials, supplies, semi-finished goods and finished goods and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
g. Investments in associates
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.
Group uses the equity method to account for its investments in associates.
Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
h. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
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i. Intangible assets
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1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
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2) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Impairment of property, plant and equipment, right-of-use asset, intangible assets other than goodwill and assets related to contract costs
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories, property, plant and equipment and intangible assets related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.
k. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are included in the initially recognized amount of the financial assets or financial liabilities.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
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a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 35: Financial Instruments.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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i) The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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ii) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, accounts receivables at amortized cost, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
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i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
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ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits and bonds with repurchase agreement with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
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iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivables), as well as contract assets.
The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
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IFRS 9 describes when a financial asset is derecognized in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Financial liabilities
a) Subsequent measurement
All financial liabilities of the Group are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
3) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity, and its carrying amounts are calculated based on weighted average by share types. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.
l. Provisions
Provisions, including contractual obligations specified in lease agreements to maintain or restore the leased asset before returning it to the lessor, are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
m. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
1) Revenue from the sale of goods
Revenue from the sale of goods is derived from the sale of ingredients and related items to franchisees, as well as food and beverage sales from company-operated stores.
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Revenue and accounts receivables are recognized at the point in time when the goods are delivered to the location specified by the customer, as the franchisee obtains the right to use the goods at agreed prices, assumes primary responsibility for the sale of the goods, and bears the risk of obsolescence.
2) Licensing revenue
Licensing revenue is generated from the licensing of franchisee chain. The business practice of the Group 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
n. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.
The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases. For a lease modification that is not accounted for as a separate lease, if the lease would have been classified as an operating lease had the modification been in effect at the inception date, the Group accounts for the lease modification as a new lease and measures the carrying amount underlying asset as the finance lease receivables immediately before the effective date of the lease modification.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
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Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. However, if leases transfer ownership of the underlying assets to the Group by the end of the lease terms or if the costs of right-of-use assets reflect that the Group will exercise a purchase option, the Group depreciates the right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, a change in the amounts expected to be payable under a residual value guarantee, a change in the assessment of an option to purchase an underlying asset, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.
o. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
p. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
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Government grants related to income are recognized in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.
q. Employee benefits
Government grants that compensate for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.
- 1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
- 2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in other equity and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
r. Share-based payment arrangements
Equity-settled share-based payment arrangements granted to employees
The fair value at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest. The expense is recognized in full at the grant date if the grants are vested immediately. The grant date of equity-settled share-based payment arrangements granted to employees is the date on which the number of shares to be purchased by the employees is confirmed.
- s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
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According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) Current and deferred taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
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When developing material accounting estimates, the Group considers the possible impact of climate change and related government policies and regulations on the cash flow projection, growth rates, discount rates, profitabilities and other relevant material estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Key Sources of Estimation Uncertainty
a. Estimated impairment of financial assets
The provision for impairment of accounts receivables and investments in debt instruments is based on assumptions on probability of default and loss given default. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 9 “Credit risk management of debt instrument investments” and Note 11 “Notes and accounts receivables and other receivables”. Where the actual future cash inflows are less than expected, a material impairment loss may arise. Furthermore, the estimate of the probability of default is subject to greater uncertainties due to the impact on credit risk of financial assets arising from the uncertain impact and volatility in financial markets caused by inflation and interest rate fluctuations.
b. Write-down of inventories
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience in the sale of product of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.
6. CASH AND CASH EQUIVALENTS
| Cash on hand and working capital Checking accounts and demand deposits Cash equivalents (investments with original maturities of 3 months or less) Time deposits |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 9,776 819,094 133,279 $ 962,149 |
2023 | |||
| $ 14,584 598,029 190,910 $ 803,523 |
The interest rate ranges at the balance sheet date for bank deposits were as follows:
| Bank deposits |
December31 | December31 |
|---|---|---|
| 2024 0.002%-4.55% |
2023 | |
| 0.001%-5.55% |
28
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets mandatorily classified as at FVTPL Hybrid financial assets Structured deposits Non-derivative financial assets Mutual fund beneficiary certificates |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 130,265 120,125 $ 250,390 |
2023 | |||
| $ 100,236 110,005 $ 210,241 |
The Group has entered into a structured time deposit agreement with a financial institution. This structured time deposit includes an embedded derivative that is not closely related to the host contract. Since the host contract of this hybrid contract is an asset within the scope of IFRS 9, the entire hybrid contract is required to be classified as measured at fair value through profit or loss.
8. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturities of more than 3 months Non-current Corporate bonds - First Commercial Bank |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 108,550 $ 9,780 |
2023 | |||
| $ 541,141 $ - |
The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 1.285%-4.10% and 1.10%-5.15% per annum as of December 31, 2024 and 2023, respectively.
In October 2024, the Group bought 5-year corporate bonds issued by First Commercial Bank with a coupon rate of 0.52% and an effective interest rate of 1.28%.
9. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUMENTS
Investments in debt instruments classified as at amortized cost was as follows:
December 31, 2024
| Gross carrying amount Less: Allowance for impairment loss Amortized cost |
Measured at amortized cost |
Measured at amortized cost |
|---|---|---|
| $ 118,330 - $ 118,330 |
29
December 31, 2023
| Gross carrying amount Less: Allowance for impairment loss Amortized cost |
Measured at amortized cost |
Measured at amortized cost |
|---|---|---|
| $ 541,141 - $ 541,141 |
The credit risk associated with the Group’s bank deposits and other financial instruments is measured and monitored by the Group’s finance department. Since the Group’s counterparties and trading partners are reputable banks and financial institutions, as well as corporate organizations with investment-grade ratings or higher, there are no significant concerns regarding performance, and therefore, no significant credit risk.
The Group’s current credit risk grading mechanism and the gross carrying amounts of debt instrument investments classified by credit rating were shown below:
| Credit rating Normal |
Description The counterparty has a low risk of default and a strong capacity to meet contractual cash flows |
Basis for Recognizing Expected Credit Losses (ECLs) 12m ECLs |
Expected LossRate 0% |
Gross Carrying Amount as of December 31 |
Gross Carrying Amount as of December 31 |
Gross Carrying Amount as of December 31 |
Gross Carrying Amount as of December 31 |
|---|---|---|---|---|---|---|---|
| 2024 $ 118,330 |
2023 | ||||||
| $ 541,141 |
10. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Investment in Equity Instruments at Fair Value Through Other Comprehensive Income (FVTOCI)
| Non-current Domestic investments Unlisted shares Ordinary shares - WiXtar Corporation |
December31 | December31 | December31 | |
|---|---|---|---|---|
| 2024 $ 3,750 |
2023 | |||
| $ 3,750 |
The Group invested in the common stock of WiXtar Corporation for medium- and long-term strategic purposes and expects to earn profits from the long-term investment. The management of the Group considers that it is inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and therefore elects to designate these investments as measured at fair value through other comprehensive income or loss.
Dividends of $32 thousand and $210 thousand were recognized during 2024 and 2023, respectively. Those related to investments held at December 31, 2024 and 2023 were $32 thousand and $210 thousand, respectively.
30
11. NOTES RECEIVABLE, ACCOUNTS RECEIVABLES AND OTHER RECEIVABLES
| Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Accounts receivables At amortized cost Gross carrying amount Non-related parties Related parties Less: Allowance for impairment loss Other receivables Proceeds receivable from disposal of equipment Interest receivable Receivables from related parties Others |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ - - $ - $ 178,386 1,232 (1,511) $ 178,107 $ 767 225 - 4,292 $ 5,284 |
2023 | |||
| $ 71 - $ 71 $ 161,485 1,262 (1,565) $ 161,182 $ 400 763 242 16,058 $ 17,463 |
a. Accounts and notes receivable
The Group's sales of goods to franchise customers are based on the credit period agreed upon by both parties, and the credit period is 3 to 15 days. Cash (or EasyCard and mobile payment) is mostly used for collection and payment for food and beverage sales, except for accounts receivable from some locations in hypermarkets or department stores and those from conglomerate partnerships, which are mainly based on the credit period negotiated by both parties, with the credit period ranging from 30 to 90 days after the monthly cut-off date. In determining the recoverability of accounts receivable, the Group 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 Group'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 Group 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 Group has been significantly reduced.
The Group 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 for the duration of the period 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 Group shows that there is no significant difference in the loss patterns of different customer groups, the allowance matrix
31
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 Group 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 Group directly writes off the related receivables, but continues the recovery activities, and the amount recovered from the recovery is recognized in profit or loss.
The following table details the loss allowance of accounts receivables based on the Group’s provision matrix.
December 31, 2024
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost December 31, 2023 Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost |
0 to 30 Days .01%-0.76% $ 176,579 (739) $ 175,840 0 to 30 Days .02%-0.56% $ 157,109 (1,096) $ 156,013 |
3 | 1 to 60 Days .09%-14.27% $ 2,436 (347) $ 2,089 1 to 60 Days .05%-47.98% $ 4,828 (149) $ 4,679 |
6 | 1 to 90 Days .65%-30.66% $ 176 (52) $ 124 1 to 90 Days .14%-68.24% $ 458 (1) $ 457 |
9 | 1 to 120 Days 3.71%-64.45% $ 91 (37) $ 54 1 to 120 Days 9.99%-85.86% $ 231 (127) $ 104 |
O | ver 120 Days 100% $ 336 (336) $ - ver 120 Days 100% $ 192 (192) $ - |
Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0 |
0 3 |
5 6 |
1 9 |
O |
$ 179,618 (1,511) $ 178,107 Total |
|||||||
| 0 |
0 |
0 |
4 |
$ 162,818 (1,565) $ 161,253 |
The above is an aging analysis based on the number of days since initial recognition of the accounts receivables.
The movements of the loss allowance of accounts receivables were as follows:
| Balance at January 1 Less: Amounts written off Less: Net remeasurement of loss allowance Foreign exchange gains and losses Balance at December 31 |
For theYear EndedDecember31 | For theYear EndedDecember31 | For theYear EndedDecember31 | For theYear EndedDecember31 |
|---|---|---|---|---|
| 2024 $ 1,565 (133) - 79 $ 1,511 |
2023 | |||
| $ 1,873 - (305) (3) $ 1,565 |
32
b. Other receivables
No interest is charged on other receivables. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the year to ensure that adequate allowance is made for possible irrecoverable amounts.
12. LEASE RECEIVABLES
| Current Non-current Undiscounted lease payments Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 onwards Unrealized interest income receivable Lease receivables |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 29,931 32,807 $ 62,738 $ 31,520 19,298 8,684 3,329 780 715 64,326 (1,588) $ 62,738 |
2023 | |||
| $ 44,077 67,691 $ 111,768 $ 47,124 34,796 19,506 8,507 3,387 1,495 114,815 (3,047) $ 111,768 |
The Group has been subleasing its leased retail stores to franchisees with annual fixed lease payments. All these leases are denominated in New Taiwan dollars. As the Group subleases the retail stores for all the remaining lease term of the main lease to the sublessee, the subleases are classified as lease receivables.
The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease. The ranges of interest rates inherent in the finance leases were approximately 1.42%-1.75% and 1.42%-1.70% per annum as of December 31, 2024 and 2023, respectively.
The Group measures the loss allowance for finance lease receivables at an amount equal to lifetime ECLs. As of December 31, 2024, no finance lease receivable was past due. The Group has not recognized a loss allowance for lease receivables after taking into consideration the historical default experience and the future prospects of the industries in which the lessees operate, together with the value of collateral held over these lease receivables.
There are no lease commitments with lease terms commencing after the balance sheet dates as of December 31, 2024 and December 31, 2023.
33
13. INVENTORIES
| Raw materials Semi-finished goods Finished goods Merchandise inventory The nature of cost of goods sold is as follows: Cost of inventories sold |
December | December | 31 | ||
|---|---|---|---|---|---|
| 2023 | |||||
| $ 164,576 12,680 26,159 44,026 $ 247,441 December31 |
|||||
| 2024 $ 5,250,164 |
2023 | ||||
| $ 4,787,287 |
14. SUBSIDIARIES
- a. Subsidiaries included in consolidated financial statements
| Investor | Investee | Nature ofactivities |
ProportionofOwnership (%) | ProportionofOwnership (%) | Remark |
|---|---|---|---|---|---|
| December31 | |||||
| 2024 | 2023 |
||||
| Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji (Samoa) International Co., Ltd. Bafang Yunji International Company Limited Bafang Yunji International Company Limited Bafang Yunji International Company Limited Bafang Yunji International Company Limited Bafang Yunji International Company Limited Jiashide Limited Bafang Yunji International (USA) Limited Bafang Yunji International (USA) Limited Bafang Yunji International (USA) Limited Bafang Yunji International (USA) Limited Bafang Yunji Texas Corporation |
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. Bafang Yunji International Company Limited Ji Yuan Foods Co., Ltd. Bafang Yunji Restaurant Group Limited Jiashide Limited Hsin Chiao International Co. Limited Long Success (HK) Industrial Limited Rich Grade Limited Wise Success Enterprise Limited Heng Yue Feng Trading (Shenzhen) Co., Ltd. Bafang Yunji Foods LLC Bafang Yunji Restaurant Group LLC Bafang Yunji Franchise (USA) Co. Bafang Yunji Texas Corporation Bafang Yunji Foods Texas LLC |
Food and beverage manufacturing and sales Holding International Trade Food and beverage manufacturing and sales Holding Food and beverage manufacturing and sales Food and beverage manufacturing and sales Livestock products manufacturing and sales Holding Holding Transportation Food and beverage manufacturing and sales Food and beverage manufacturing and sales Transportation Food wholesale Food and beverage manufacturing and sales Food and beverage manufacturing and sales Franchising Holding Food and beverage manufacturing and sales |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 60% 60% 100% 60% 100% |
100% 100% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% 59.25% 59.25% - - - |
- - - - 3) 8), 9) - 1) - - - - - - - 4), 6) 4), 5) 2) 7) 7) |
34
-
1) Ji Yuan Food Co., Ltd., located in Tamsui District, New Taipei City, was established on March 28, 2024. Bafang Yunji International Co., Ltd. invested $30,000 thousand and obtained 60% of the equity. Its main business is livestock product processing and retail. In addition, the Group invested $182,500 thousand in Ji Yuan Food Co., Ltd. on August 3, 2024. The capital injection was not processed in accordance with the shareholding ratio so that the retained earnings were reduced by $9 thousand. After the capital injection, the shareholding ratio is 85%. Additionally, on December 31, 2024, the Group acquired a 15% equity stake for $37,500 thousand in cash, increasing its ownership from 85% to 100%. Refer to Note 32.
-
2) In August 2024, the Group invested $16,140 thousand (USD 500 thousand) to establish Bafang Yunji Franchise (USA) Co. with 100% shareholding ratio.
-
3) On February 5, June 14, July 12 and October 9, 2024, the Group invested in total of $300,004 thousand (USD 9,400 thousand) in Bafang Yunji International (USA) Limited.
-
4) Bafang Yunji Foods LLC and Bafang Yunji Restaurant Group LLC processed cash capital reduction on April 1, 2024, which increased the shareholding ratio from 59.25% to 60%. The capital reduction was not processed in accordance with the shareholding ratio so that the retained earnings were reduced by $509 thousand.
-
5) The Group invested in Bafang Yunji Restaurant Group LLC by $20,197 thousand (US$626 thousand) on June 14, 2024. After the capital increase, the shareholding ratio was 60%.
-
6) The Group invested in Bafang Yunji Foods LLC by $20,596 thousand (US$632 thousand) on July 15, 2024. After the capital increase, the shareholding ratio was 60%.
-
7) The Group made cash investments of $231,732 thousand (US$7,200 thousand) on October 11, 2024, and NT$385,080 thousand (US$12,000 thousand) on October 24, 2024, to establish Bafang Yunji Texas Corporation and Bafang Yunji Foods Texas LLC, with shareholding ratio of 60% and 100%, respectively.
-
8) The Group participated in the cash capital increase of Dante Coffee & Foods Co., Ltd. and invested in $20,000 on September 20, 2023.
-
9) On March 23, 2023, the board of directors of Dante Coffee & Foods Co., Ltd. resolved to execute the capital reduction by $95,200 thousand for cover accumulated deficits, with a total of 9,520 thousand shares eliminated. In addition, the Group acquired the 14.71% ownership with a consideration of $1 thereafter, result in increasing the ownership from 85.29% to 100%. Refer to Note 32.
For information on the principal place of business and the country of incorporation, refer to Note 41, Exhibit 8, “Information on investees, locations, etc.” and Exhibit 9, “Information on investment in Mainland China”.
- b. Subsidiaries excluded from the consolidated financial statements: None.
35
- c. Details of subsidiaries that have material non-controlling interests
| Principal Place Name of Subsidiary of Business Bafang Yunji Foods LLC United States Bafang Yunji Restaurant Group LLC United States Bafang Yunji Texas Corporation United States Profit (Loss) Allocated to Non-controllingInterests For theYear EndedDecember31 Name ofSubsidiary 2024 2023 Bafang Yunji Foods LLC $ (12,953) $ (11,993) Bafang Yunji Restaurant Group LLC 2,470 (3,466) Bafang Yunji Texas Corporation (482) - Others 47 (958) $ (10,918) $ (16,417) |
Principal Place of Business |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
|
|---|---|---|---|---|---|---|
| December 31 | ||||||
| 2024 2023 40.00% 40.75% 40.00% 40.75% 40.00% - Accumulated Non-controlling Interests December31 2024 2023 $ 29,172 $ 27,890 56,396 39,007 156,876 - - - $ 242,444 $ 66,897 |
2023 | |||||
| December | ||||||
| 2024 $ 29,172 56,396 156,876 - $ 242,444 |
||||||
Summarized financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.
December 31, 2024
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to: Owners of Company Non-controlling interests |
Bafang Yunji FoodsLLC $ 58,267 189,735 (47,423) (127,648) $ 72,931 $ 43,759 29,172 $ 72,931 |
Bafang Yunji Restaurant GroupLLC $ 48,946 578,987 (130,675) (356,267) $ 140,991 $ 84,595 56,396 $ 140,991 |
Bafang Yunji Texas Corporation |
Bafang Yunji Texas Corporation |
|---|---|---|---|---|
| $ 2 392,483 (295) - $ 392,190 $ 235,314 156,876 $ 392,190 |
36
December 31, 2023
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to: Owners of Company Non-controlling interests For the year ended December 31, 2024 Revenue Net profit from continuing operations Profit for the year Other comprehensive income for the year Total comprehensive income for the year Profit attributable to: Owners of Company Non-controlling interests Total comprehensive income attributable to: Owners of Company Non-controlling interests |
Bafang Yunji Foods LLC $ 197,314 $ (32,257) (32,257) 3,595 $ (28,662) $ (19,304) (12,953) $ (32,257) $ (17,386) (11,276) $ (28,662) |
Bafang Yunji FoodsLLC $ 47,719 191,793 (38,214) (132,857) $ 68,441 $ 40,551 27,890 $ 68,441 Bafang Yunji Restaurant Group LLC $ 554,543 $ 5,875 5,875 7,159 $ 13,034 $ 3,405 2,470 $ 5,875 $ 7,682 5,352 $ 13,034 |
Bafang Yunji Restaurant GroupLLC |
Bafang Yunji Restaurant GroupLLC |
|---|---|---|---|---|
| $ 76,261 332,549 (134,244) (178,843) $ 95,723 $ 56,716 39,007 $ 95,723 Bafang Yunji Texas Corporation |
||||
| $ - $ (1,205) (1,205) 7,175 $ 5,970 $ (723) (482) $ (1,205) $ 3,581 2,389 $ 5,970 |
37
For the year ended December 31, 2023
| Revenue Net profit from continuing operations Profit for the year Other comprehensive income for the year Total comprehensive income for the year Profit attributable to: Owners of Company Non-controlling interests Total comprehensive income attributable to: Owners of Company Non-controlling interests PROPERTY, PLANT AND EQUIPMENT Assets used by the Group Assets Used by the Group |
Bafang Yunji FoodsLLC Bafang Yunji Restaurant GroupLLC $ 103,121 $ 276,732 $ (29,430) $ (8,506) (29,430) (8,506) 410 106 $ (29,020) $ (8,400) $ (17,437) $ (5,040) (11,993) (3,466) $ (29,430) $ (8,506) $ (17,194) $ (4,977) (11,826) (3,423) $ (29,020) $ (8,400) December31 |
Bafang Yunji Restaurant GroupLLC |
Bafang Yunji Restaurant GroupLLC |
Bafang Yunji Restaurant GroupLLC |
|
|---|---|---|---|---|---|
| $ 276,732 $ (8,506) (8,506) 106 $ (8,400) $ (5,040) (3,466) $ (8,506) $ (4,977) (3,423) $ (8,400) 31 |
|||||
| 2024 $ 2,879,204 |
2023 | ||||
| $ 2,378,535 |
15. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2024 Additions Reclassification Disposals Effects of foreign currency exchange differences Balance at December 31, 2024 Accumulated depreciation and impairment Balance at January 1, 2024 Reclassification Depreciation expenses Disposals Effects of foreign currency exchange differences Balance at December 31, 2024 Carrying amount at December 31, 2024 |
Land $ 804,845 47,171 - - (351) $ 851,665 $ - - - - - - $ 851,665 |
Building and Construction $ 779,270 204,610 - - 24,238 $ 1,008,118 $ 157,165 - 29,660 - 2,787 189,612 $ 818,506 |
Transportation Equipment $ 70,767 16,043 - (2,091 ) 1,867 $ 86,586 $ 37,924 - 10,342 (2,091 ) 1,146 47,321 $ 39,265 |
Food and Beverage Equipment O $ 369,121 55,441 1,639 (55,258 ) 8,152 $ 379,095 $ 212,677 32 56,851 (32,773 ) 5,835 242,622 $ 136,473 |
ffice Equipment $ 26,523 3,506 (1,734 ) (1,651 ) 1,488 $ 28,132 $ 16,585 - 3,329 (1,422 ) 900 19,392 $ 8,740 |
Machinery Equipment I $ 694,445 26,747 34,616 (10,838 ) 6,208 $ 751,178 $ 384,653 - 86,263 (9,991 ) 4,581 465,506 $ 285,672 |
Leasehold mprovements O $ 542,835 47,504 121,453 (82,227 ) 19,167 $ 648,732 $ 236,501 - 67,546 (37,356 ) 8,608 275,299 $ 373,433 |
ther Equipment C $ 116,620 5,017 668 (1,662 ) 168 $ 120,811 $ 64,179 - 13,321 (1,626 ) 143 76,017 $ 44,794 |
Unfinished onstruction and Equipment Pending Acceptance Total $ 83,793 $ 3,488,219 352,374 758,413 (115,912 ) 40,730 (3,332 ) (157,059 ) 3,733 64,670 $ 320,656 $ 4,194,973 $ - $ 1,109,684 - 32 - 267,312 - (85,259 ) - 24,000 - 1,315,769 $ 320,656 $ 2,879,204 (Continued) |
|---|---|---|---|---|---|---|---|---|---|
38
Cost Balance at January 1, 2023 Additions Reclassification Disposals Effects of foreign currency exchange differences Balance at December 31, 2023 Accumulated depreciation and impairment Balance at January 1, 2023 Depreciation expenses Disposals Effects of foreign currency exchange differences Balance at December 31, 2023 Carrying amount at December 31, 2023 |
Land $ 411,376 396,258 - - (2,789) $ 804,845 $ - - - - $ - $ 804,845 |
Building and Construction $ 654,157 125,977 674 - (1,538) $ 779,270 $ 131,226 26,594 - (655) $ 157,165 $ 622,105 |
Transportation Equipment $ 51,482 20,640 1,850 (3,090 ) (115) $ 70,767 $ 33,656 7,402 (3,097 ) (37) $ 37,924 $ 32,843 |
Food and Beverage Equipment O $ 330,417 97,728 140 (58,762 ) (402) $ 369,121 $ 184,176 52,869 (24,113 ) (255) $ 212,677 $ 156,444 |
ffice Equipment $ 24,841 3,097 36 (1,397 ) (54) $ 26,523 $ 13,723 3,677 (759 ) (56) $ 16,585 $ 9,938 |
Machinery Equipment $ 574,650 99,284 24,402 (3,612 ) (279) $ 694,445 $ 318,144 69,785 (3,097 ) (179) $ 384,653 $ 309,792 |
Leasehold Improvements O $ 458,668 129,463 9,526 (53,762 ) (1,060) $ 542,835 $ 199,116 60,612 (22,721 ) (506) $ 236,501 $ 306,334 |
ther Equipment C $ 95,426 14,099 7,170 (66 ) (9) $ 116,620 $ 50,542 13,693 (49 ) (7) $ 64,179 $ 52,441 |
Unfinished onstruction and Equipment Pending Acceptance Total $ 39,853 $ 2,640,870 66,296 952,842 (11,926 ) 31,872 (9,566 ) (130,255 ) (864) (7,110) $ 83,793 $ 3,488,219 $ - $ 930,583 - 234,632 - (53,836 ) - (1,695) $ - $ 1,109,684 $ 83,793 $ 2,378,535 (Concluded) |
|---|---|---|---|---|---|---|---|---|---|
The above items of property, plant and equipment used by the Group are depreciated on a straight-line basis over their estimated useful lives as follows:
Building and construction Plant main building 22-50 years Wastewater treatment equipment 10 years Renovation construction 4-5 years Transportation equipment 1-7 years Office equipment 1-10 years Machinery equipment 1-7 years Leasehold improvements 2-7 years Other equipment 3-15 years
Property, plant and equipment used by the Group and pledged as collateral for bank borrowings are set out in Note 37.
16. LEASE AGREEMENTS
a. Right-of-use assets
| Carrying amount Land Buildings Transportation equipment |
December31 | December31 | December31 | |
|---|---|---|---|---|
| 2024 $ 139,784 1,245,133 106,834 $ 1,491,751 |
2023 | |||
| $ 148,175 1,049,923 111,495 $ 1,309,593 |
39
| Addition of right-of-use assets Buildings Transportation equipment Depreciation expenses of right-of-use assets Land Buildings Transportation equipment |
For theYear EndedDecember31 | For theYear EndedDecember31 | For theYear EndedDecember31 | For theYear EndedDecember31 |
|---|---|---|---|---|
| 2024 $ 667,040 49,469 $ 716,509 $ 8,391 428,260 53,073 $ 489,724 |
2023 | |||
| $ 580,431 29,702 $ 610,133 $ 8,392 389,812 51,192 $ 449,396 |
b. Lease liabilities
| Carrying amount Current Non-current |
December31 | December31 | December31 | |
|---|---|---|---|---|
| 2024 $ 444,828 $ 1,134,848 |
2023 | |||
| $ 413,789 $ 1,020,093 |
Range of discount rate for lease liabilities was as follows:
| Land Buildings Transportation equipment |
December31 | December31 |
|---|---|---|
| 2024 1.42% 1.25%-4.75% 1.25%-1.75% |
2023 | |
| 1.42% 1.25%-4.75% 1.25%-1.70% |
- c. Material leasing activities and terms
The Group leases certain land and buildings for the use of plants and offices with lease terms of 1 to 20 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms.
The Group recognized lease modification gains of $1,135 thousand and $2,206 thousand for the years ended December 31, 2024 and 2023, respectively, as a result of lease modifications.
40
d. Subleases
The maturity analysis of lease payments receivable under operating subleases was as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 |
December31 | December31 | December31 | |
|---|---|---|---|---|
| 2024 $ 3,503 724 600 550 - $ 5,377 |
2023 | |||
| $ 2,543 2,558 1,669 600 550 $ 7,920 |
e. Other lease information
| Expenses relating to short-term leases Expenses relating to low-value asset leases Expenses relating to variable lease payments not included in the measurement of lease liabilities Total cash (outflow) for leases |
FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 |
|---|---|---|---|---|
| 2024 $ 16,582 $ 1,359 $ 10,709 $ (583,390) |
2023 | |||
| $ 20,616 $ 599 $ 15,467 $ (558,436) |
The Group’s leases of certain office equipment qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
All lease commitments (the Group as a lessee) with lease terms commencing after the balance sheet dates are as follows:
| Lease commitments |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 208,420 |
2023 | |||
| $ 25,134 |
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17. OTHER INTANGIBLE ASSETS
| Cost Balance at the beginning of the year Additions Disposals Reclassification Effect of foreign currency exchange differences Balance at the end of the year Accumulated amortization Balance at the beginning of the year Amortization expenses Disposals Reclassification Effect of foreign currency exchange differences Balance at the end of the year Carrying amount at the end of the year |
FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 |
|---|---|---|---|---|
| 2024 $ 42,176 4,439 (851) (58) 445 $ 46,151 $ 23,619 5,542 (851) (32) 399 $ 28,677 $ 17,474 |
2023 | |||
| $ 35,374 7,056 (237) - (17) $ 42,176 $ 19,213 4,484 (62) - (16) $ 23,619 $ 18,557 |
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Computer software 5-10 years
18. PREPAYMENTS
| Prepaid rent Prepaid insurance Prepayments for goods Supplies inventory Others |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 7,089 3,217 89,869 6,725 42,215 $ 149,115 |
2023 | |||
| $ 7,843 3,339 75,907 8,189 20,358 $ 115,636 |
Prepayments for Goods
The Group’s prepayments for goods primarily represent advance payments made in accordance with purchase agreements entered into with domestic and foreign suppliers.
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19. OTHER ASSETS
| Current Temporary payments Other financial assets - current (a) Others Non-current Prepayments for equipment (b) Refundable deposits (c) |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 230 1,861 696 $ 2,787 $ 111,184 $ 177,875 |
2023 | |||
| $ 319 1,868 1,241 $ 3,428 $ 79,309 $ 169,234 |
- a. Other financial assets - restricted bank deposits
The Group's other financial assets-restricted bank demand deposits are mainly trust lodgments for the issuance of stored value cards and gift certificates, as described in Note 37.
b. Prepayments for equipment
The Group’s prepayments for equipment are advanced payments for the purchase of property, plant and equipment used in the production of products or services.
- c. Refundable deposits
The refundable deposits are cash pledges provided by the Group under lease agreements to acquire the real estate right-of-use assets in its sales stores.
20. BORROWINGS
- a. Short-term borrowings
| Unsecured borrowings |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 181,963 |
2023 | |||
| $ 302,000 |
As of December 31, 2024 and 2023, the range of weighted average effective interest rates of the bank loans was 1.86%-7.38% and 1.70%-1.865% per annum, respectively. The purpose of these bank loans facilities was for short-term operating turnover and material purchases.
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b. Long-term borrowings
| Secured borrowings (Note 37) Hang Seng Bank Limited Mortgage borrowings TOYOTA FINANCE Mortgage borrowings Mortgage borrowings Less: Current portion Long-term borrowings |
Maturity Date June 1, 2021 - June 1, 2031 March 23, 2022 - April 22, 2027 December 24, 2022 - December 24, 2027 |
Significant Terms The total borrowing amount of HK$10,600,000 is repayable in 120 equal monthly installments of principal, starting from June 1, 2021. Interest is accrued and paid on a monthly basis. The total borrowing amount of US$36,726 is repayable in 60 installments of principal, starting from March 23, 2022. Interest is accrued and paid on a monthly basis. The total borrowing amount of US$28,326 is repayable in 60 installments of principal, starting from December 24, 2022. Interest is accrued and paid on a monthly basis. |
Effective Interest Rate 3.375% 3.9% 1.99% |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|---|---|---|
| 2024 $ 30,575 571 568 (4,777) $ 26,937 |
2023 | ||||||
| $ 32,312 703 758 (4,244) $ 29,529 |
The bank borrowings are secured by the Group’s freehold land and buildings. Refer to Note 37.
21. NOTES PAYABLE AND ACCOUNTS PAYABLES
| Notes payable Operating Accounts payables Operating |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 2,160 $ 261,494 |
2023 | |||
| $ 1,522 $ 238,308 |
a. Notes payable
As of December 31, 2024 and 2023, the Group had no notes payable to banks.
b. Accounts payables
The average credit period for accounts payables ranges from 7 to 30 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
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22. OTHER LIABILITIES
| Current Other payables Non-related parties Payables for salaries or bonuses Payables for business tax Payables for service fees Remuneration payable to employees and directors Remuneration payable to employees and directors - Subsidiary Payables for insurance premiums Payables for pension contributions Payables for purchases of equipment Payables for dividends Others Related parties (Note 36) Others Other liabilities Financial liabilities Advance receipts Temporary receipts Collections on behalf of others Non-current Other liabilities Guarantee deposits received PROVISIONS Non-current Asset retirement obligation |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 251,805 26,176 5,630 17,000 - 17,018 9,244 50,635 132,990 106,048 616,546 120 $ 616,666 $ 35,199 1,281 2,878 14,144 $ 53,502 $ 55,476 December |
2023 | |||
| $ 251,501 29,033 4,119 15,000 600 16,236 9,752 10,549 132,690 81,857 551,337 280 $ 551,617 $ 36,448 3,151 2,115 14,043 $ 55,757 $ 53,461 31 |
||||
| 2024 $ 6,698 |
2023 | |||
| $ 7,036 |
23. PROVISIONS
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| Balance as of January 1, 2024 Additional provisions recognized Disposals Effect of foreign currency exchange differences Balance as of December 31, 2024 Balance as of January 1, 2023 Additional provisions recognized Disposals Effect of foreign currency exchange differences Balance as of December 31, 2023 |
Asset Retirement Obligation |
Asset Retirement Obligation |
|---|---|---|
| $ 7,036 729 (1,307) 240 $ 6,698 $ 7,627 1,319 (1,900) (10) $ 7,036 |
The Group recognizes an asset retirement obligation related to leased stores, where the lease agreement requires the restoration of the leased asset to its original condition at the start of the lease, with estimated costs to be incurred upon termination of the lease.
24. RETIREMENT BENEFIT PLANS
a. Defined contribution plan
The Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Group makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
The Group, including the Company, its subsidiary Bafang Yunji Restaurant Co., Ltd., and Dante Coffee & Foods Co., Ltd., recognized pension expenses under the defined contribution plan of $38,216 thousand and $32,842 thousand for the years ended December 31, 2024 and 2023, respectively.
Employees of the Group’s subsidiary in Hong Kong participate in a government-managed retirement benefit plan. The subsidiary is required to contribute a specified percentage of salary costs to the plan. The Group’s obligation under this government-managed plan is limited to making the required contributions. Total pension expenses recognized amounted to $16,821 thousand and $14,327 thousand for the years ended December 31, 2024 and 2023, respectively.
Bafang Yunji Restaurant Group LLC and Bafang Yunji Foods LLC have not established any retirement benefit plans. In addition, no retirement benefit plans are applicable to Ji Yuan Foods Co., Ltd., Fang Sin International Trading Co., Ltd., Bafang Yunji (Samoa) International Co., Ltd., Bafang Yunji International (USA) Limited, Bafang Yunji Franchise (USA) Co., Bafang Yunji Texas Corporation, Bafang Yunji Foods Texas LLC, and Bafang Co., Ltd., as there were no full-time employees.
46
b. Defined benefit plan
The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contribute amounts equal to 4% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans are as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 $ 11,400 (11,053) $ 347 |
2023 | |||
| $ 12,618 (9,983) $ 2,635 |
Movements in net defined benefit liabilities were as follows:
| Balance at January 1, 2023 Service costs Net interest expense (income) Current service cost Recognized in profit or loss Remeasurement Actuarial gain (loss) - changes in demographic assumptions Return on plan assets (excluding amounts included in net interest) Actuarial gain - changes in financial assumptions Actuarial gain - experience adjustments Recognized in other comprehensive income Contribution from the employer Balance at December 31, 2023 |
Present Value of Defined Benefit Obligation $ 11,498 187 98 285 - - 417 418 835 - $ 12,618 |
Fair Value of the Plan Assets $ (9,252) (155) - (155) - (43) - - (43) (533) $ (9,983) |
Net Defined Benefit Liabilities |
Net Defined Benefit Liabilities |
|---|---|---|---|---|
| $ 2,246 32 98 130 - (43) 417 418 792 (533) $ 2,635 (Continued) |
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| Balance at January 1, 2024 Service costs Net interest expense (income) Current service cost Recognized in profit or loss Remeasurement Actuarial gain (loss) - changes in demographic assumptions Return on plan assets (excluding amounts included in net interest) Actuarial gain - changes in financial assumptions Actuarial gain - experience adjustments Recognized in other comprehensive income Contribution from the employer Benefits paid Balance at December 31, 2024 |
Present Value of Defined Benefit Obligation $ 12,618 - 173 173 - - (750) (198) (948) - (443) $ 11,400 |
Fair Value of the Plan Assets $ (9,983) (141) - (141) - (850) - - (850) (522) 443 $ (11,053) |
Net Defined Benefit Liabilities |
Net Defined Benefit Liabilities |
|---|---|---|---|---|
| $ 2,635 (141) 173 32 - (850) (750) (198) (1,798) (522) - $ 347 |
(Concluded)
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
| Operating expenses | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 32 |
2023 | |||
| $ 130 |
Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.
48
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations are as follows:
| Discount rate Expected rate of salary increase |
December31 | December31 |
|---|---|---|
| 2024 1.625% 2.75% |
2023 | |
| 1.375% 3% |
If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase 0.25% increase 0.25% decrease |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 $ (354) $ 372 $ 361 $ (346) |
2023 | |||
| $ (417) $ 438 $ 424 $ (406) |
The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
December31 | December31 | December31 | |
|---|---|---|---|---|
| 2024 $ 525 14.2 years |
2023 | |||
| $ 556 13.5 years |
25. EQUITY
- a. Share capital
Ordinary shares
| Shares authorized (in thousands of shares) Shares authorized Shares issued and fully paid (in thousands of shares) Shares issued and fully paid |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 100,000 $ 1,000,000 66,645 $ 666,448 |
2023 | |||
100,000 $ 1,000,000 66,495 $ 664,948 |
Each issued ordinary share has a par value of $10 and entitles the holder to one vote and the right to receive dividends.
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Changes in share capital for the years ended December 31, 2024 and 2023 primarily resulted from the exercise of employee share options. A total of 150 thousand and 169 thousand new ordinary shares were issued, increasing share capital by $1,500 thousand and $1,690 thousand, respectively. The related capital increases were duly registered with the competent authority on November 27, 2024, February 21, 2024, December 5, 2023, and May 25, 2023. Refer to Note 30 for details of employee share option exercises during the period.
- b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Issuance of ordinary shares The difference between the consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition Employee share-based payment compensation costs Forfeited employee share options May only be used to offset a deficit (2) Gains from the exercise of subscription rights by the Company May not be used for any purpose Employee share options |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 $ 977,557 56 22,735 132 1,000,480 99 - $ 1,000,579 |
2023 | |||
| $ 964,945 - 22,735 132 987,812 99 8,622 $ 996,533 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
-
2) Such capital surplus represents the amount transferred from the gains obtained by the Company from the exercise of subscription rights and may only be used to offset a deficit.
-
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the Company’s Articles of Incorporation (the “Articles”), the proposal for profit distribution or offsetting of losses should be made at the end of each six months of the fiscal year. Cash dividends shall be resolved by the board of directors, while stock dividends shall require approval by the shareholders’ meeting.
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Under the dividends policy as set forth in the Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, and setting aside or reversing a special reserve. However, once the legal reserve has accumulated to the amount of the Company’s paid-in capital, no further allocation is required. Any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. Under the dividends policy as set forth in the Articles, the Company’s board of directors is authorized, with the attendance of at least two-thirds of all directors and the approval of a majority of the directors present, to distribute dividends and bonuses, or all or part of the legal reserve and capital surplus as prescribed under Article 241, Paragraph 1 of the Company Act, in the form of cash. Such distribution shall be reported to the shareholders’ meeting. However, if the distribution is to be made in the form of new shares, it shall be subject to a resolution adopted at the shareholders’ meeting.
The remuneration distribution policy for employees and directors as stipulated in the Company’s Articles of Incorporation is disclosed in Note 27(7), compensation of employees and remuneration of directors.
As the Company is in a growth stage, its dividend policy takes into consideration the stage of business development, profitability, the Company’s medium- and long-term financial and capital planning, as well as the interests of shareholders. Dividends may be distributed in the form of cash or stock, as deemed appropriate. Each year, no less than 20% of distributable earnings shall be allocated for shareholder dividends, of which the cash portion shall not be less than 20% of the total dividends distributed.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
In accordance with applicable laws and regulations, when distributing earnings, the Company is required to appropriate a special reserve from retained earnings for the net deductions under other equity items. If the amount of such deductions decreases in subsequent periods, the corresponding portion of the special reserve may be reversed and transferred back to unappropriated earnings. When a special reserve is appropriated for cumulative net debit balance reserves from prior period, the special reserve is only appropriated from the prior unappropriated earnings.
The appropriation of the quarterly earnings in 2024 and 2023, which were resolved by the Company’s board of directors, were as follows:
| Date of board resolution Legal reserve Appropriation (reversal) of special reserve Cash dividends Cash dividends per share (NT$) |
January 1 to June 30, 2024 August 7, 2024 $ 29,599 $ (1,619) $ 132,990 $ 2.00 |
July 1 to December 31, 2023 March 11, 2024 $ 27,599 $ (187) $ 332,774 $ 5.00 |
January 1 to June 30, 2023 |
|---|---|---|---|
| August 10, 2023 $ 27,678 $ (2,441) $ 132,690 $ 2.00 |
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The appropriation of earnings for the second half of 2024, which were proposed by the Company’s board of directors on March 13, 2025, were as follows:
| Legal reserve Appropriation (reversal) of special reserve Cash dividends Cash dividends per share (NT$) |
July 1 to December 31, 2024 |
July 1 to December 31, 2024 |
|---|---|---|
| $ 30,695 $ - $ 400,169 $ 6.00 |
The above appropriation for cash dividends has been resolved by the Company’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on June 10, 2025.
d. Special reserve
| Balance at January 1 Reversals: Reversal of the debits to other equity items Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2024 $ 4,247 (2,628) $ 1,619 |
2023 | ||
| $ 31,936 (27,689) $ 4,247 |
e. Other equity items
Exchange differences on the translation of the financial statements of foreign operations
| Balance at January 1 Exchange differences on the translation of the financial statements of foreign operations Income tax related to translation of the financial statements of foreign operations Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ (1,619) 60,958 (12,191) $ 47,148 |
2023 | |||
| $ (4,247) 3,293 (665) $ (1,619) |
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f. Non-controlling interests
| Balance at January 1 Share in loss for the year Other comprehensive income during the year Exchange differences on translating the financial statements of foreign entities Acquisition of non-controlling interests in subsidiaries (Note 32) Changes in ownership interests in subsidiaries Non-controlling interests arising from cash capital increase by subsidiaries Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 66,897 (10,918) 7,430 (56) 518 178,573 $ 242,444 |
2023 | |||
| $ 82,156 (16,417) 196 962 - - $ 66,897 |
| 26. | REVENUE Revenue from contracts with customers Revenue from the sale of goods Licensing revenue |
FortheYear Ended | FortheYear Ended | FortheYear Ended | December31 |
|---|---|---|---|---|---|
| 2024 $ 8,007,002 20,983 $ 8,027,985 |
2023 | ||||
| $ 7,321,851 18,039 $ 7,339,890 |
a. Contract information
1) Revenue from the sale of goods
The revenue from sale of goods is derived from the manufacturing and sale of products related to restaurant chains and the sale of food ingredients used by franchisees to manufacture and sell related products. The Group recognizes revenue and accounts receivable at the point when the products are manufactured, sold 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.
2) Licensing revenue
Licensing revenue represents franchise fees received by the Group from franchisees for the right to access the Group’s intellectual property during the license term.
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b. Contract balances
| Notes receivable and accounts receivables (Note 11) |
December 31, 2024 $ 178,107 |
December 31, 2023 $ 161,253 |
January 1, 2023 |
|
|---|---|---|---|---|
| $ 138,581 |
c. Disaggregation of revenue
| Revenue from the sale of goods Licensing revenue Revenue from the sale of goods Licensing revenue |
For | For | the Year Ended | December 31, 2024 | December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|---|---|---|
| Taiwan | Hong Kong $ 1,403,920 - $ 1,403,920 theYear Ended |
Total | ||||||
| $ 8,007,002 20,983 $ 8,027,985 |
||||||||
| Taiwan | Hong Kong $ 1,382,629 - $ 1,382,629 |
United States $ 276,732 - $ 276,732 |
Total | |||||
| $ 5,662,490 18,039 $ 5,680,529 |
$ 7,321,851 18,039 $ 7,339,890 |
27. NET PROFIT FROM CONTINUING OPERATIONS
- a. Interest income
| Bank deposits Lease interest receivable |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 14,318 1,339 $ 15,657 |
2023 | |||
| $ 27,921 2,263 $ 30,184 |
- b. Other income
| Rental income Government grants (Note 31) Dividends (Note 10) Others |
FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 |
|---|---|---|---|---|
| 2024 $ 10,227 8,328 32 36,349 $ 54,936 |
2023 | |||
| $ 6,760 2,250 210 27,827 $ 37,047 |
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c. Other gains and losses
| Loss on disposal of property, plant and equipment Gain on financial assets at fair value through profit or loss Loss on disposal of subsidiaries Net foreign exchange gains (losses) Gain on lease modification Other losses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ (9,601) 2,182 - 14,856 1,135 (2,574) $ 5,998 |
2023 | |||
| $ (17,467) 1,492 (8,737) (211) 2,206 (3,516) $ (26,233) |
d. Financial costs
| Interest on bank loans Interest on lease liabilities |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 6,455 35,064 $ 41,519 |
2023 | |||
| $ 3,522 28,367 $ 31,889 |
The Group did not capitalize any interest for the years ended December 31, 2024 and 2023.
e. Depreciation and amortization
| An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Selling expenses Administrative expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 418,874 338,162 $ 757,036 $ 28 485 5,029 $ 5,542 |
2023 | |||
| $ 363,104 320,924 $ 684,028 $ 29 447 4,008 $ 4,484 |
55
f. Employee benefits expense
| Short-term benefits Post-employment benefits Defined contribution plan Defined benefit plans (Note 24) Share-based payments Equity-settled (Note 30) Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2024 $ 1,693,927 55,037 32 1,725 $ 1,750,721 $ 787,401 963,320 $ 1,750,721 |
2023 | |||
| $ 1,420,637 47,169 130 4,969 $ 1,472,905 $ 649,361 823,544 $ 1,472,905 |
g. Compensation of employees and remuneration of directors
According to the Company’s Articles, the Company accrues compensation of employees and remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and the remuneration of directors for the years ended December 31, 2024 and 2023, which were approved by the Company’s board of directors on March 13, 2025 and March 11, 2024, respectively, are as follows:
Accrual rate
| Accrual rate | ||
|---|---|---|
| Compensation of employees Remuneration of directors Amount Compensation of employees Remuneration of directors |
For the Year Ended December 31 | |
| 2024 2023 1.50% 1.44% 0.70% 0.72% FortheYear EndedDecember31 |
2023 | |
| 2024 Cash $ 11,600 5,400 |
2023 | |
| Cash | ||
| $ 10,000 5,000 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of compensation of employees and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2023 and 2022.
Information on the compensation of employees and remuneration of directors and supervisors resolved by the Company’s board of directors for 2024 and 2023 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
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28. INCOME TAX RELATING TO CONTINUING OPERATIONS
- a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
| Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior year Deferred tax In respect of the current year Income tax expense recognized in profit or loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 161,272 1,733 (465) 162,540 2,970 $ 165,510 |
2023 | |||
| $ 127,546 7,357 (2,010) 132,893 7,094 $ 139,987 |
A reconciliation of accounting profit and income tax expense is as follows:
| Profit before tax from continuing operations Income tax expense calculated based on the pre-tax income at the applicable tax rate in relevant countries Income tax effects of adjusting items Items to be adjusted in determining taxable income Income tax on unappropriated earnings Unrecognized loss carryforwards and deductible temporary differences Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 756,608 $ 152,128 3,041 1,733 9,073 (465) $ 165,510 |
2023 | |||
| $ 677,742 $ 140,665 (17,410) 7,357 11,385 (2,010) $ 139,987 |
b. Income tax recognized in other comprehensive income
| Deferred tax In respect of the current year Remeasurement of defined benefit plans Translation of foreign operations Total income tax recognized in other comprehensive income |
FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 |
|---|---|---|---|---|
| 2024 $ (360) (12,191) $ (12,551) |
2023 | |||
| $ 158 (665) $ (507) |
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c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 $ 8,344 $ 92,217 |
2023 | |||
| $ 3,444 $ 41,357 |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2024
| Deferred tax assets Temporary differences Unrealized inventory write-downs Allowance for doubtful accounts Exchange differences on translating the financial statements of foreign operations Unrealized exchange losses Defined benefit obligations Others Deferred tax liabilities Temporary differences Undistributed earnings of subsidiaries Differences in contributions to defined contribution plans Exchange differences on translating the financial statements of foreign operations Unrealized exchange gains Others |
Opening Balance $ 1,714 22 443 92 1,000 2,952 $ 6,223 $ (8,958) (720) - (295) (411) $ (10,384) |
Recognized in Profit or Loss $ - - - (92) - 449 $ 357 $ (3,597) (98) - 246 122 $ (3,327) |
Recognized in Other Compre- hensive Income $ - - (443) - (360) - $ (803) $ - - (11,748) - - $ (11,748) |
Closing Balance |
||
|---|---|---|---|---|---|---|
| $ 1,714 22 - - 640 3,401 $ 5,777 $ (12,555) (818) (11,748) (49) (289) $ (25,459) |
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For the year ended December 31, 2023
| Deferred tax assets Temporary differences Unrealized inventory write-downs Allowance for doubtful accounts Exchange differences on translating the financial statements of foreign operations Unrealized exchange losses Defined benefit plan Others Deferred tax liabilities Temporary differences Undistributed earnings of subsidiaries Payment differences in contributions to defined contribution plans Unrealized exchange gains Others |
Opening Balance $ 2,171 71 1,108 1,754 842 1,671 $ 7,617 $ (2,597) (640) - (940) $ (4,177) |
Recognized in Profit or Loss $ (457) (49) - (1,662) - 1,281 $ (887) $ (6,361) (80) (295) 529 $ (6,207) |
Recognized in Other Compre- hensive Income $ - - (665) - 158 - $ (507) $ - - - - $ - |
Closing Balance |
||
|---|---|---|---|---|---|---|
| $ 1,714 22 443 92 1,000 2,952 $ 6,223 $ (8,958) (720) (295) (411) $ (10,384) |
e. Income tax assessments
The income tax returns of the Company and its subsidiaries, Bafang Yunji Restaurant Co., Ltd., Fang Sin International Trading Co., Ltd., and Dante Coffee & Foods Co., Ltd., through 2022, have been assessed by the tax authorities.
29. EARNINGS PER SHARE
Unit: NT$ Per Share
| Basic earnings per share Diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 9.05 $ 9.02 |
2023 | |||
| $ 8.35 $ 8.31 |
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The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:
Net Profit for the Year
| Profit for the year attributable to owners of the Company Earnings used in the computation of diluted earnings per share Number of Shares Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Compensation of employees Employee share options Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 2024 2023 $ 602,016 $ 554,172 $ 602,016 $ 554,172 Unit: In Thousands of Shares FortheYear EndedDecember31 2024 2023 66,542 66,374 90 72 84 218 66,716 66,664 |
For the Year Ended December 31 2024 2023 $ 602,016 $ 554,172 $ 602,016 $ 554,172 Unit: In Thousands of Shares FortheYear EndedDecember31 2024 2023 66,542 66,374 90 72 84 218 66,716 66,664 |
For the Year Ended December 31 2024 2023 $ 602,016 $ 554,172 $ 602,016 $ 554,172 Unit: In Thousands of Shares FortheYear EndedDecember31 2024 2023 66,542 66,374 90 72 84 218 66,716 66,664 |
|---|---|---|---|
| 2024 66,542 90 84 66,716 |
|||
The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
30. SHARE-BASED PAYMENT AGREEMENTS
a. Employee share option plan of the Company
Qualified employees of the Company and its subsidiaries were granted 600 options in September 2020. Each option entitles the holder with the right to subscribe for one thousand ordinary shares of the Company. The options granted are valid for 5 years and exercisable at certain percentages after the second anniversary from the grant date. The options were granted at an exercise price equal to the closing price of the Company’s ordinary shares listed on the Taiwan Stock Exchange at the grant date. For any subsequent changes in the Company’s capital surplus, the exercise price is adjusted accordingly.
60
Information on employee share options was as follows:
| For the Year Ended December 31 2024 2023 Employee Share Option Number of Options (In Thousands of Units) Weighted- average Exercise Price ($) Number of Options (In Thousands of Units) Weighted- average Exercise Price ($) Balance at January 1 150 $ 25.9 319 $ 26.9 Options exercised (150) 25.1 (169) 26.3 Balance at December 31 - 150 25.9 Options exercisable, end of the year - - 25.9 Information on outstanding options was as follows: December 31 2024 2023 Range of exercise price ($) - $25.9 Weighted-average remaining contractual life (in years) - 1.67 years |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|---|---|
| 2023 | ||||||
| Number of Options (In Thousands of Units) Weighted- average Exercise Price ($) 319 $ 26.9 (169) 26.3 150 25.9 - 25.9 December 31 |
Weighted- average Exercise Price ($) |
|||||
| 2024 - - |
2023 | |||||
| $25.9 1.67 years |
Options granted in September 2020 are priced using the Black-Scholes pricing model, and the inputs to the model are as follows:
| Grant-date share price Exercise price Expected volatility Expected life (in years) Expected dividend yield Risk-free interest rate |
September 2020 |
|---|---|
| NT$124.2 NT$30 19.74-20.76% 3.5/4/4.5 years 5.14% 0.24%/0.27%/0.29% |
Compensation costs recognized were $1,725 thousand and $4,969 thousand for the years ended December 31, 2024 and 2023, respectively.
31. GOVERNMENT GRANTS
The Group received government grant from the National Animal Industry Foundation and Workforce Development Agency, and recognized $8,328 thousand in non-operating income and expenses - other income in the consolidated statement of comprehensive income in 2024.
The Group received government grant from the Ministry of Agriculture for the slaughterhouse support program, and recognized $2,250 thousand in non-operating income and expenses - other income in the consolidated statement of comprehensive income in 2023.
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32. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
- a. The Group acquired the interest of Ji Yuan Foods Co., Ltd., thereby increasing the ownership from 85% to 100% on December 31, 2024.
The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.
| control over these subsidiaries. | ||
|---|---|---|
| Consideration paid The proportionate share of the carrying amount of the net assets of the subsidiary transferred to (from) non-controlling interests Differences recognized from equity transactions Line items adjusted for equity transactions Capital surplus - difference between consideration received or paid and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition |
Ji | Yuan Foods Co.,Ltd. |
| $ (37,500) 37,556 $ 56 $ 56 |
- b. The Group acquired the interest of Dante Coffee & Foods Co., Ltd., thereby increasing the ownership from 85.29% to 100% on August 15, 2023.
The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.
| Consideration paid The proportionate share of the carrying amount of the net assets of the subsidiary transferred to (from) non-controlling interests Differences recognized from equity transactions Line items adjusted for equity transactions Capital surplus - difference between consideration received or paid and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition Retained earnings |
Dante Coffee & Foods Co., Ltd. |
Dante Coffee & Foods Co., Ltd. |
|---|---|---|
| $ - (962) $ (962) $ (191) (771) $ (962) |
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33. NON-CASH TRANSACTION
a. Non-cash transaction
In addition to those disclosed in other notes, the Group entered into the following non-cash investing activities which were not reflected in the consolidated statements of cash flows for the years ended December 31, 2024 and 2023:
- 1) Acquisition of property, plant and equipment
| Additions to property, plant and equipment Add: Equipment payables at the beginning of the period Decrease in asset retirement obligations Less: Equipment payables at the end of the period Increase in asset retirement obligations Cash paid Disposal of property, plant and equipment Proceeds from disposal Add: Disposal receivables at the beginning of the period Less: Disposal receivables at the end of the period Cash received |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 758,413 10,549 1,307 (50,635) (729) $ 718,905 $ 62,199 400 (767) $ 61,832 |
2023 | |||
| $ 952,842 23,381 1,900 (10,549) (1,319) $ 966,255 $ 58,952 9,401 (400) $ 67,953 |
-
2) The Group reclassified prepayments for equipment to property, plant and equipment of $40,672 thousand and $31,872 thousand in 2024 and 2023, respectively.
-
3) The Group reclassified right-of-use assets to lease receivables of $6,337 thousand and $24,433 thousand in 2024 and 2023, respectively.
-
b. Changes in liabilities arising from financing activities
For the year ended December 31, 2024
| Short-term borrowings Long-term borrowings Lease liabilities Guarantee deposits received |
Opening Balance $ 302,000 33,773 1,433,882 53,461 $ 1,823,116 |
Cash Flows $ (120,037 ) (4,454 ) (554,740 ) 2,015 $ (677,216) |
Non-cash changes | Non-cash changes | Non-cash changes | Rental Concessions $ - - - - $ - |
Closing Balance |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| New/ Amended Leases $ - - 617,582 - $ 617,582 |
Translation Adjustments $ - 2,395 47,888 - $ 50,283 |
Interest Expense $ - - 35,064 - $ 35,064 |
||||||||||||
| $ 181,963 31,714 1,579,676 55,476 $ 1,848,829 |
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For the year ended December 31, 2023
| Short-term borrowings Long-term borrowings Lease liabilities Guarantee deposits received |
Opening Balance $ 30,000 38,031 1,447,206 40,111 $ 1,555,348 |
Cash Flows | Non-cash changes | Non-cash changes | Non-cash changes | Rental Concessions $ - - - - $ - |
Closing Balance |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| New/ Amended Leases $ - - 481,719 - $ 481,719 |
Translation Adjustments $ - (28 ) (1,656 ) - $ (1,684) |
Interest Expense $ - - 28,367 - $ 28,367 |
||||||||||||
| $ 272,000 (4,230 ) (521,754 ) 13,350 $ (240,634) |
$ 302,000 33,773 1,433,882 53,461 $ 1,823,116 |
34. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings, other equity and non-controlling interests).
The Group is not subject to any externally imposed capital requirements.
The Group's capital structure is reviewed annually by the Group's key management, which includes consideration of the cost of each type of capital and the related risks. The Group 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.
35. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
The Group’s management considers that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2024
| Financial assets at FVTPL Mutual fund beneficiary certificates Structured deposits |
Level 1 $ 120,125 - $ 120,125 |
Level 2 $ - 130,265 $ 130,265 |
Level 3 $ - - $ - |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $ 120,125 130,265 $ 250,390 (Continued) |
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| Financial assets at FVTOCI Investments in equity instruments Unlisted shares December 31, 2023 Financial assets at FVTPL Mutual fund beneficiary certificates Structured deposits Financial assets at FVTOCI Investments in equity instruments Unlisted shares |
Level 1 $ - Level 1 $ 110,005 - $ 110,005 $ - |
Level 2 $ - Level 2 $ - 100,236 $ 100,236 $ - |
Level3 $ 3,750 Level 3 $ - - $ - $ 3,750 |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $ 3,750 (Concluded) Total |
||||||||
| $ 110,005 100,236 $ 210,241 $ 3,750 |
There were no transfers between Levels 1 and 2 in the current and prior years.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2024
| Balance at January 1, 2024 Balance at December 31, 2024 Unrealized gain and loss for the current year |
Financial Assets at FVTOCI |
Financial Assets at FVTOCI |
|---|---|---|
| Equity Instruments |
||
| $ 3,750 $ 3,750 $ - |
65
For the year ended December 31, 2023
| Balance at January 1, 2023 Balance at December 31, 2023 Unrealized gain and loss for the current year |
Financial Assets at FVTOCI |
Financial Assets at FVTOCI |
|---|---|---|
| Equity Instruments |
||
| $ 3,750 $ 3,750 $ - |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial instrument Structured deposits mandatorily measured at fair value through profit or loss |
Valuation technique and inputs |
|---|---|
| The fair value is determined based on the present value of future cash flows, using a discount rate curve derived from quoted prices in the active market. |
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair value of unlisted equity instruments is estimated based on an analysis of the investee’s financial position and operating results, recent transaction prices, quoted prices of similar instruments in active markets, and valuation multiples of comparable companies. These estimates are not based on observable market prices or interest rates. Significant unobservable inputs include the liquidity discount. A decrease in the liquidity discount would result in an increase in the fair value of the investment.
- c. Categories of financial instruments
| Financial assets Financial assets at amortized cost (Note 1) FVTPL Mandatorily classified as at FVTPL Financial assets at FVTOCI Financial liabilities Amortized cost (Note 2) |
December 31 | December 31 |
|---|---|---|
| 2024 $ 1,443,606 250,390 3,750 1,184,672 |
2023 | |
| $ 1,694,482 210,241 3,750 1,217,129 |
-
Note 1: The balances include financial assets at amortized cost, which comprise cash and cash equivalents, accounts receivables, financial assets at amortized cost - current, other receivables, other financial assets - current, and refundable deposits.
-
Note 2: The balances include financial liabilities at amortized cost, which comprise short-term loans, notes payable, accounts payable, other payables, other financial liabilities - current, long-term loans and guarantee deposits received.
66
d. Financial risk management objectives and policies
The Group’s major financial instruments include equity investments, accounts receivables and accounts payables. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, and monitors and manages the financial risks relating to the operations of the Group through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group’s finance department assesses various financial risks through the annual budgeting process and develops financial planning strategies in advance to effectively manage those risks. In addition, financial risks are regularly evaluated and reviewed to ensure timely adjustments to the corresponding risk management measures. When significant risks are identified, the issues and corresponding response plans are reported to management through executive meetings.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see a. below) and interest rates (see b. below).
a) Foreign currency risk
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the year are set out in Note 40.
Sensitivity analysis
The Group is mainly exposed to the USD.
The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The amounts disclosed below represent the estimated increase (decrease) in pre-tax profit resulting from a 1% weakening (strengthening) of the New Taiwan dollar against each relevant currency.
| Profit or loss | USD Impact | USD Impact |
|---|---|---|
| For the Year Ended December 31 | ||
| 2024 $ 271 |
2023 | |
| $ 3,037 |
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates and hold bank deposits. However, because interest rate fluctuations are minimal, the impact of market interest rate changes on the Group’s revenue, operating cash flow, and operations is limited.
67
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
December 31 | December 31 |
|---|---|---|
| 2024 $ 381,874 - 820,955 213,677 |
2023 | |
| $ 832,287 - 599,897 335,773 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the year. For floating rate assets and liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. The rate of change used in reporting interest rates internally to key management of the Group 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 were held constant, the Group’s pre-tax profit for the years ended December 31, 2024 and 2023 would have decreased/increased by $6,073 thousand and $2,641 thousand, respectively, which was mainly a result of increasing of variable-rate borrowings.
c) Other price risk
The Group was exposed to equity price risk through its investments in equity instruments. The management of the Group manages risks by holding a diversified portfolio of investments with different risk profiles. In addition, the Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the year.
If equity prices had been 3% higher/lower, pre-tax profit for the years ended December 31, 2024 and 2023 would have increased/decreased by $3,604 thousand and $3,300 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL.
If equity prices had been 3% higher/lower, pre-tax other comprehensive income for the years ended December 31, 2024 and 2023 would have both increased/decreased by $113 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
The Group’s sensitivity to equity prices increased primarily due to the increase in financial assets from equity instrument investments.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the end of the year, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Group, could be equal to the carrying amount of the respective recognized financial assets as stated in the balance sheets.
The Group’s policy is to engage in transactions only with counterparties that have strong credit
68
ratings. When necessary, the Group obtains sufficient collateral to mitigate the risk of financial loss resulting from default. The Group continuously monitors its credit exposure and the creditworthiness of counterparties. Credit risk is managed through the establishment of counterparty credit limits, which are reviewed and approved annually by personnel designated by management. At each balance sheet date, the recoverability of accounts receivables is assessed on an individual basis to ensure that adequate impairment losses are recognized for receivables that are deemed uncollectible. The Group transacts with a large number of unrelated customers and thus, credit risk is not highly concentrated.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Group’s short-, medium- and long-term funding and liquidity management requirements.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2024 and 2023, the Group had available unutilized short-term bank loan facilities set out in (b) Financing facilities below.
a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon 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, 2024
| Floating interest rate instrument Short-term borrowings Long-term borrowings Lease liabilities Non-interest bearing Notes payable Accounts payables Other payables Guarantee deposits received |
Less Than 1 Year $ 184,404 5,624 486,713 2,160 261,494 616,666 55,476 $ 1,612,537 |
1-2 Years $ - 11,048 339,856 - - - - $ 350,904 |
2-5 Years $ - 10,325 462,883 - - - - $ 473,166 |
5+Years | ||||
|---|---|---|---|---|---|---|---|---|
| $ - 7,741 440,067 - - - - $ 447,808 |
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Further information on the maturity analysis of lease liabilities was as follows:
Lease liabilities |
Less than 1 Year $ 486,713 |
1-5 Years $ 802,739 |
5-10 Years $ 349,495 |
10-15 Years $ 61,621 |
15-20 Years | 15-20 Years | ||
|---|---|---|---|---|---|---|---|---|
| $ 28,951 |
December 31, 2023
| Floating interest rate instrument Short-term borrowings Long-term borrowings Lease liabilities Non-interest bearing Notes payable Accounts payables Other payables Guarantee deposits received |
Less Than 1 Year $ 302,271 5,315 452,774 1,522 238,308 551,617 53,461 $ 1,605,268 |
1-2 Years $ - 10,629 323,454 - - - - $ 334,083 |
2-5Years $ - 10,010 413,148 - - - - $ 423,158 |
5+ Years | ||||
|---|---|---|---|---|---|---|---|---|
| $ - 12,205 370,732 - - - - $ 382,937 |
Further information on the maturity analysis of lease liabilities was as follows:
| Lease liabilities |
Less than 1 Year $ 452,774 |
1-5 Years $ 736,602 |
5-10 Years $ 267,882 |
10-15 Years $ 61,484 |
15-20 Years | 15-20 Years | ||
|---|---|---|---|---|---|---|---|---|
| $ 41,366 |
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the year.
b) Financing facilities
| Bank loan facilities which may be extended by mutual agreement Amount drawn Amount undrawn Bank long-term loan facilities Amount drawn Amount undrawn |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 $ 181,963 1,002,785 $ 1,184,748 $ 31,714 80,000 $ 111,714 |
2023 | |||
| $ 302,000 618,000 $ 920,000 $ 33,773 130,000 $ 163,773 |
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36. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
- a. Related party name and category
| Related Party Name Fu Yu Investment Co., Ltd. Worldway International Group Limited Meide Eatery Chengde Eatery Wuhua Eatery Taiyuan Eatery Yutingyuan Enterprise Taimanhan Diner Taimanji Diner Yangyang Eatery Su, Hsiao-Chi Lung, Chia-Hui Vivian Peng New Taipei City Private Bafang Yunji Social Welfare Charitable Foundation (hereinafter referred to as Bafang Yunji Foundation) |
Related Party Category |
|---|---|
| Corporate director of the Company Substantive related party Substantive related party Substantive related party (closed down on June 17, 2024) 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 |
- b. Operating revenue
| For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|
| Line Item | Related Party Category/Name | 2024 | 2023 |
| Sales of goods | Substantive related party | ||
| Others | $ 47,840 | $ 50,871 | |
| Licensing revenue | Substantive related party | ||
| Others | 499 |
601 |
|
| $ 48,339 | $ 51,472 |
The sales prices and payment terms for transactions with related parties were comparable to those with third-party customers.
- c. Manufacturing expenses and operating expenses
| For | the Year Ended December 31 | the Year Ended December 31 | the Year Ended December 31 | ||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2024 | 2023 | ||
| Operating expenses | Substantive related party | ||||
| Service fees | Others | $ | 3,040 |
$ | 3,360 |
| Donation | Bafang Yunji Foundation | $ | - |
$ | 3,000 |
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- d. Receivables from related parties
| December | 31 | |||||
|---|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2024 | 2023 | |||
| Accounts receivables | Substantive related party | |||||
| Others | $ | 1,232 |
$ | 1,262 | ||
| Other receivables | Substantive related party | |||||
| Others | $ | - | $ | 242 |
The outstanding accounts receivables from related parties are unsecured. For the years ended December 31, 2024 and 2023, no impairment losses were recognized for accounts receivables from related parties.
- e. Payable to related parties
| December | 31 | ||||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2024 | 2023 | ||
| Other payables | Substantive related party | ||||
| Others | $ | 120 |
$ | 280 |
The outstanding accounts payables to related parties are unsecured.
- f. Lease arrangements - the Group is lessee
| For | the Year Ended December 31 | the Year Ended December 31 | the Year Ended December 31 | ||
|---|---|---|---|---|---|
| Related Party Category/Name | 2024 | 2023 | |||
| Acquisition of right-of-use assets | |||||
| Substantive related party | |||||
| Others | $ | 6,431 |
$ | - | |
| December31 | |||||
| Line Item | Related Party Category/Name | 2024 | 2023 | ||
| Lease liabilities | Substantive related party | ||||
| Others | $ | 3,256 |
$ | - | |
| For | the Year Ended December 31 | ||||
| Related Party Category/Name | 2024 | 2023 | |||
| Interest expense | |||||
| Substantive related party | |||||
| Others | $ | 115 |
$ | 35 |
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| For the Year Ended December 31, 2024 | For the Year Ended December 31, 2024 | |||
|---|---|---|---|---|
| Related Party Category/Name Substantive related party Others Others Others |
Leased Asset Lease Term 2304, Tsuen Wan Industrial Centre, Hong Kong January 1, 2024 - December 31, 2025 2302, Tsuen Wan Industrial Centre, Hong Kong January 1, 2024 - December 31, 2025 15248 Cambridge, Tustin, CA January 1, 2024 - December 31, 2024 For the Year Ended December 31, 2023 |
Rental Terms Negotiated Negotiated Negotiated |
Monthly Rent | |
| $ 137 137 133 |
||||
| Related Party Category/Name Substantive related party Others Others |
LeasedAsset 2304, Tsuen Wan Industrial Centre, Hong Kong 2302, Tsuen Wan Industrial Centre, Hong Kong |
LeaseTerm January 1, 2022 - December 31, 2023 January 1, 2022 - December 31, 2023 |
Rental Terms Negotiated Negotiated |
MonthlyRent |
| $ 129 129 |
- g. Lease arrangements - the Group is lessor
Operating lease
The Group leased its assets under an operating lease to the Bafang Yunji Foundation in 2024 and 2023. As of December 31, 2024 and 2023, the total amount of future lease payments to be received was $167 thousand and $224 thousand, respectively.
The amounts of lease income recognized for the years ended December 31, 2024 and 2023 were as follows:
| For | the Year Ended December 31 | the Year Ended December 31 | the Year Ended December 31 | ||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2024 | 2023 | ||
| Lease income | Substantive related party | ||||
| Others | $ | 57 |
$ | 57 |
|
| Capital sublease |
The Group subleased right-of-use assets to Chengde Eatery and Yutingyuan Enterprise under finance leases. As of December 31, 2024 and 2023, the balance of finance lease receivables was $3,694 thousand and $1,630 thousand, respectively, and no impairment loss was recognized for the years ended December 31, 2024 and 2023.
- h. Guarantee deposits received
| Related Party Category/Name Substantive related party Others |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 660 |
2023 | |||
| $ 850 |
73
i. Other income
| Related Party Category/Name Substantive related party Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 74 |
2023 | |||
| $ 41 |
j. Other transactions with related parties
| For the Year Ended December | For the Year Ended December | For the Year Ended December | 31 | ||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2024 | 2023 | ||
| Investments accounted for | Corporate director of the | ||||
| using the equity method - | Company | ||||
| acquisition of shares | Fu Yu Investment Co., Ltd. | $ 37,500 | $ | - |
k. Remuneration of key management personnel
The total remuneration paid to directors and other key management personnel for the years ended 2024 and 2023 were as follows:
| Short-term employee benefits Post-employment benefits Share-based payments Equity-settled |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2024 $ 102,675 1,375 1,006 $ 105,056 |
2023 | |||
| $ 91,300 798 2,898 $ 94,996 |
The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.
37. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for obtaining credit lines from financial institutions, payments to Taipei Agricultural Products Marketing Corporation, and the issuance of stored-value cards. The carrying amounts of the respective accounts were as follows:
| Financial assets at amortized cost - current Bank time deposit Other financial assets - current Property, plant and equipment Building and construction |
December | December | 31 | |
|---|---|---|---|---|
| 2024 $ 10,000 1,861 113,420 $ 125,281 |
2023 | |||
| $ 10,000 1,868 111,733 $ 123,601 |
74
38. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Group at December 31, 2024 and 2023 were as follows:
As of December 31, 2024 and 2023, the total contract amounts for the construction and acquisition of related plant and equipment were $669,025 thousand and $162,504 thousand, respectively. The amounts paid were $403,877 thousand and $91,751 thousand, respectively.
39. SIGNIFICANT SUBSEQUENT EVENTS
Except as otherwise disclosed in the notes, there were no significant subsequent events for the Group as of March 14, 2025.
40. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
Unit: In Thousands of Each Foreign Currency
December 31, 2024
| Financial assets Monetary items USD CNY (RMB) HKD December 31, 2023 Financial assets Monetary items USD CNY (RMB) HKD Financial liabilities Monetary items USD |
Foreign Currency $ 829 45 1,525 Foreign Currency $ 9,920 45 1,806 33 |
Exchange Rate 32.785 (USD:NTD) 4.478 (CNY:NTD) 4.222 (HKD:NTD) Exchange Rate 30.705 (USD:NTD) 4.327 (CNY:NTD) 3.929 (HKD:NTD) 30.705 (USD:NTD) |
Carrying Amount |
|---|---|---|---|
| $ 27,122 201 6,317 Carrying Amount |
|||
| $ 304,697 195 7,096 1,024 |
For the years ended December 31, 2024 and 2023, the Group recognized realized and unrealized foreign exchange gains of $14,856 thousand and losses of $211 thousand, respectively.
75
41. SEPARATELY DISCLOSED ITEMS
-
a. Information on significant transactions:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)
-
9) Trading in derivative instruments (Notes 7 and 35)
-
10) Intercompany relationships and significant intercompany transactions (Table 7)
-
b. Information on investees (Table 8)
-
c. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 9)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 9):
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year
-
c) The amount of property transactions and the amount of the resultant gains or losses
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes
-
76
-
e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds
-
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services
-
d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 10)
42. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided.
Reportable Segments Brands Operated Taiwan - Bafang Yunji - Liang She-Han Pork Ribs - FJ Veggie - Dante Coffee Hong Kong - Bafang Yunji - Liang She-Han Pork Ribs - Bai Fung Bento - Bafang Noodles & More United States - Bafang Yunji
- a. Segment revenue and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
| Revenue from external customers Inter-segment revenue Segment revenue Eliminations Consolidated revenue Segment income Interest income Rental income Gain on disposal of property, plant and equipment Net foreign exchange gains Financial costs Other gains and losses Profit before tax (continuing operations) |
For | For | theYear Ended | December31,2024 | December31,2024 | December31,2024 | ||
|---|---|---|---|---|---|---|---|---|
| Taiwan $ 6,069,522 97,084 $ 6,166,606 $ 673,309 |
Hong Kong $ 1,403,920 - $ 1,403,920 $ 56,844 |
United States $ 554,543 - $ 554,543 $ (8,617) |
Total | |||||
| $ 8,027,985 97,084 8,125,069 (97,084) $ 8,027,985 $ 721,536 15,657 10,227 (9,601) 14,856 (41,519) 45,452 $ 756,608 |
77
| Revenue from external customers Inter-segment revenue Segment revenue Eliminations Consolidated revenue Segment income Interest income Rental income Loss on disposal of property, plant and equipment Net foreign exchange losses Financial costs Other gains and losses Profit before tax (continuing operations) |
For the Year Ended December 31, 2023 | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2023 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Taiwan $ 5,680,529 98,616 $ 5,779,145 $ 609,723 |
Hong Kong $ 1,382,629 - $ 1,382,629 $ 93,937 |
China $ - - $ - $ (1,652) |
United States | Total | ||||||
| $ 276,732 - $ 276,732 $ (33,375) |
$ 7,339,890 98,616 7,438,506 (98,616) $ 7,339,890 $ 668,633 30,184 6,760 (17,467) (211) (31,889) 21,732 $ 677,742 |
The revenues reported above were generated from transactions with external customers. Intersegment sales for the years ended December 31, 2024 and 2023 have been fully eliminated.
Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profit of associates, gains recognized on disposal of interests in former associates, lease income, interest income, gains or losses on disposal of property, plant and equipment, gains or losses on disposal of financial instruments, exchange gains or losses, valuation gains or losses on financial instruments, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
- b. Total segment assets
| Taiwan Hong Kong United States Total segment assets Unallocated assets Consolidated total assets |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2024 $ 4,250,208 1,177,326 1,289,901 6,717,435 5,777 $ 6,723,212 |
2023 | |||
| $ 4,511,027 1,021,181 642,108 6,174,316 6,223 $ 6,180,539 |
For the purpose of monitoring segment performance and allocating resources between segments:
All assets were allocated to reportable segments other than interests in associates accounted for using the equity method and current and deferred tax assets. Assets used jointly by reportable segments were allocated on the basis of the revenue earned by individual reportable segments.
78
- c. Revenue from major products and services
The Group is primarily engaged in the manufacturing and sale of products related to restaurant chains and the sale of food ingredients used in the manufacturing and sale of related products by franchisees as a single product category; therefore, information by product category is not required.
- d. Geographical information
The Group operates in three principal geographical areas - Taiwan, Hong Kong and the United States.
The Group’s revenue from continuing operations from external customers by location of operations and information on its non-current assets by location of assets are detailed below.
| Taiwan Hong Kong United States |
Revenue from External Customers 2024 2023 $ 6,069,522 $ 5,680,529 1,403,920 1,382,629 554,543 276,732 $ 8,027,985 $ 7,339,890 |
Revenue from External Customers 2024 2023 $ 6,069,522 $ 5,680,529 1,403,920 1,382,629 554,543 276,732 $ 8,027,985 $ 7,339,890 |
Non-Current Assets (Note) | Non-Current Assets (Note) | Non-Current Assets (Note) | ||
|---|---|---|---|---|---|---|---|
| December31 | |||||||
| 2024 $ 6,069,522 1,403,920 554,543 $ 8,027,985 |
2024 $ 2,942,169 794,807 986,849 $ 4,723,825 |
2023 | |||||
| $ 2,864,076 635,355 527,238 $ 4,026,669 |
Note: Non-current assets exclude deferred tax assets.
- e. Information on major customers
For the years ended December 31, 2024 and 2023, no revenue from a single customer accounted for 10% or more of the Group’s total revenue.
79
TABLE 1
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period |
Ending Balance | Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing (Note 2) |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower (Note 3) |
Aggregate Financing Limit (Note 3) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 0 0 0 |
Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. |
Bafang Yunji Restaurant Co., Ltd. Bafang Yunji Foods LLC Bafang Yunji Restaurant Group LLC Dante Coffee & Foods Co., Ltd. |
Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties |
Yes Yes Yes Yes |
$ 200,000 49,253 195,270 50,000 |
$ 100,000 - 98,355 50,000 |
$ - - - - |
2.0 4.5 4.5 2.0 |
Short-term financing needs Short-term financing needs Short-term financing needs Short-term financing needs |
$ - - - - |
Operating turnover Operating turnover Operating turnover Operating turnover |
$ - - - - |
- - - - |
$ - - - - |
$ 714,679 714,679 714,679 714,679 |
$ 714,679 714,679 714,679 714,679 |
Note 1: The number column is filled out as follows:
-
a. Fill in 0 for the issuer.
-
b. Each invested company is numbered in sequential order starting from 1.
Note 2: The nature of the loan should be specified as either business-related transactions or necessary for short-term financing purposes.
Note 3: The maximum amount of loans to any individual party is $3,573,396 thousand x 20% of the net worth of the lending company (Bafang Yunji International Co., Ltd.) = $714,679 thousand; the total loan limit is $3,573,396 thousand x 20% of the net worth of the lending company (Bafang Yunji International Co., Ltd.) = $714,679 thousand.
80
TABLE 2
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| No. (Note 1) |
Endorser/Guarantor |
Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Amount Borrowed |
Amount Endorsed/ Guaranteed By Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Note 3) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 2) |
|||||||||||||
| 0 0 0 0 |
Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. Bafang Yunji International Co., Ltd. |
Dante Coffee & Foods Co., Ltd. Bafang Yunji Foods LLC Bafang Yunji Restaurant Group LLC Ji Yuan Foods Co., Ltd. |
b. b. b. b. |
$ 714,679 714,679 714,679 714,679 |
$ 104,000 49,253 292,905 100,000 |
$ 80,000 49,178 163,925 100,000 |
$ - 16,393 93,732 - |
$ - - - - |
2.24 1.38 4.59 2.80 |
$ 1,429,358 1,429,358 1,429,358 1,429,358 |
Y Y Y Y |
N N N N |
N N N N |
Note 1: The number column is filled out as follows:
-
a. Fill in 0 for the issuer.
-
b. Each invested company is numbered in sequential order starting from 1.
Note 2: Relationship with the Company:
-
a. The companies with which it has business relations.
-
b. Subsidiaries in which the company directly holds more than 50% of its total outstanding common stocks.
-
c. Companies in which the total outstanding common stocks held by the parent company and its subsidiaries, calculated on a combined basis, exceed 50%.
-
d. The parent company that directly or indirectly holds more than 50% of the total outstanding common stocks through its subsidiaries.
e. Companies in same type of business and providing mutual endorsements/guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project. f. Shareholders making endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.
Note 3: Limit on endorsements/guarantees provided for a single party: Not exceeding 20% of the Company’s net assets as of December 31, 2024: $3,573,396 thousand x 20% = $714,679 thousand. Ceiling on total amount of endorsements/guarantees provided: Not exceeding 40% of the Company’s net assets as of December 31, 2024: $3,573,396 thousand x 40% = $1,429,358 thousand.
81
TABLE 3
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2024 | December 31, 2024 | Note | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||||
| Bafang Yunji International Co., Ltd. Fang Sin International Trading Co., Ltd. |
Structured deposits President DSU NTD 100% Capital Protected Structured Instrument Mutual fund beneficiary certificates Fubon Chi-Hsiang Money Market fund Corporate bonds First Commercial Bank Domestic unlisted equity investments WiXtar Corporation |
- - - - |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at amortized cost - non-current Financial assets at fair value through other comprehensive income - non-current |
- 7,355,330 - 150,000 |
$ 130,265 120,125 $ 250,390 $ 9,780 $ 3,750 |
- - - 1.03 |
$ 130,265 120,125 $ 250,390 $ 9,780 $ 3,750 |
Domestic corporate bonds |
Note 1: The term “securities” as used in this table refers to stocks, bonds, mutual fund beneficiary certificates, and derivative securities arising from the aforementioned items, as defined under IFRS 9 “Financial Instruments”.
Note 2: For information on investment in subsidiaries, affiliates and joint venture interests, refer to Tables 8 and 9.
82
TABLE 4
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| Company Name | Type And Name of Marketable Securities |
Financial Statement Account |
Counterparty | Relationship | Beginning Balance | Beginning Balance | Acquisition | Acquisition | Disposal | Disposal | Ending | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Amount | Number of Shares |
Amount | Number of Shares |
Amount | Carrying Amount | Gain (Loss) on Disposal |
Number of Shares |
Amount | |||||
| Bafang Yunji International Co., Ltd. |
Mutual fund beneficiary certificates Fubon Chi-Hsiang Money Market fund Structured deposits President DSU NTD 100% Capital Protected Structured Instrument |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
Fubon Asset Management Co., Ltd. President Securities Corporation |
- - |
6,831,164 - |
$ 110,005 Gain of $5 thousand on valuation of financial asset 100,236 Gain of $236 thousand on valuation of financial asset |
43,435,236 - |
$ 814,000 680,000 |
42,911,070 - |
$ 804,418 651,615 |
$ 804,000 650,000 |
$ 418 1,615 |
7,355,330 - |
$ 120,125 Gain of $125 thousand on valuation of financial asset 130,265 Gain of $265 thousand on valuation of financial asset |
Note 1: Marketable securities in the table refer to stocks, bonds, mutual fund beneficiary certificates and other related derivative securities.
Note 2: Marketable securities adopting the equity method must complete these two columns, others omit them.
Note 3: Marketable securities acquired or disposed of at costs or prices should be separately calculated based on market value to determine if they at least NT$300 million or 20% of the paid-in capital.
Note 4: Paid-in capital refers to the paid-in capital of the parent company. For issuers with no par value or a per-share par value not in NT$10, transactions relating to 20% of paid-in capital are calculated based on 10% of equity attributable to the owners of the parent company as per the balance sheet.
83
TABLE 5
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| Buyer | Property | Event Date | Transaction Amount |
Payment Status |
Counterparty | Relationship | Information on Previous Title Transfer If Counterparty Is A Related Party |
Information on Previous Title Transfer If Counterparty Is A Related Party |
Information on Previous Title Transfer If Counterparty Is A Related Party |
Information on Previous Title Transfer If Counterparty Is A Related Party |
Pricing Reference |
Purpose of Acquisition |
Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Owner | Relationship | Transaction Date |
Amount | ||||||||||
| Bafang Yunji Foods Texas LLC |
Land and buildings located in Dallas, Texas |
2024/7/9 | $ 199,395 (US$ 6,300) |
Paid | Proton Particle, LLC | Non-related party | - | - | - | $ - | Note | For the Group’s production and operational use |
- |
Note : Refer to the market price, and real estate appraisal report issued from The Ambrose Group (appraisal price US$6,000 thousands).
84
TABLE 6
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| Buyer | Related Party | Relationship | Transaction | Transaction | Abnormal Transactions | Abnormal Transactions | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | ||||
| Bafang Yunji International Co., Ltd. Bafang Yunji Foods LLC |
Bafang Yunji Restaurant Co., Ltd. Bafang Yunji Restaurant Group LLC |
Subsidiary Sister company |
Sales Sales |
$ 565,480 169,587 |
10.58 100.00 |
Semi-monthly settlement Semi-monthly settlement |
Same as the transaction price with regular customers Same as the transaction price with regular customers |
Same as the credit terms offered to regular customers Same as the credit terms offered to regular customers |
$ 22,962 10,607 |
15.57 100.00 |
Note Note |
Note: The above transactions have been eliminated in the consolidated financial statements.
85
TABLE 7
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| No. (Note 1) |
Investee Company | Counterparty | Relationship (Note 2) |
Transaction Details | Transaction Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount | Payment Terms | % of Total Sales or Assets (Note 3) |
||||
| 0 | Bafang Yunji International Co., Ltd.〃〃〃〃〃〃〃 |
Bafang Yunji Restaurant Co., Ltd.〃〃〃〃〃Fang Sin International Trading Co., Ltd. 〃 |
a. a. a. a. a. a. a. a. |
Sales of goods Accounts receivables Advertising expenses Miscellaneous expenses Training expenses Other payables Purchases of goods Sales of goods |
$ 565,480 22,962 52,635 39,267 12,376 11,468 36,504 12,082 |
At regular transaction prices〃Note 5 Note 5 Note 5 Note 5 At regular transaction prices At regular transaction prices |
7 - 1 - - - - - |
| 1 | Fang Sin International Trading Co., Ltd.〃 |
Bafang Yunji International Company Limited Bafang Yunji Foods LLC |
c. c. |
Sales of goods Sales of goods |
82,810 14,274 |
〃〃 |
1 - |
| 2 | Bafang Yunji Foods LLC | Bafang Yunji Restaurant Group LLC | c. | Sales of goods | 169,587 | 〃 |
2 |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
a. Parent company is “0”.
-
b. The subsidiaries are numbered in order starting from “1”.
-
Note 2: Relationship between transaction company and counterparty is classified into the following Three categories; fill in the number of category each case belongs to (if transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction):
-
a. Parent company to subsidiary.
-
b. Subsidiary to parent company.
-
c. Subsidiary to subsidiary.
-
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount during the year to consolidated total operating revenues for income statement accounts.
-
Note 4: The Company may determine discretionally whether to have the material transactions in the Exhibit illustrated according to its materiality.
Note 5: The intercompany transactions, prices and terms are determined in accordance with mutual agreements and no other similar transactions could be used for comparison.
86
TABLE 8
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of | December 31, 2024 | December 31, 2024 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | Number of Shares | % | Carrying Amount | |||||||
| Bafang Yunji International Co., Ltd. Bafang Yunji (Samoa) International Co., Ltd. Bafang Yunji International Company Limited Jiashide Limited Bafang Yunji International (USA) Limited Bafang Yunji Texas Corporation |
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 Bafang Yunji International Company Limited Dante Coffee & Foods Co., Ltd. Ji Yuan Foods Co., Ltd. Bafang Yunji Restaurant Group Limited 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 Bafang Yunji Franchise (USA) Co. Bafang Yunji Texas Corporation Bafang Yunji Foods Texas LLC |
Samoa Taiwan Taiwan Japan United States Hong Kong Taiwan Taiwan Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Mainland China United States United States United States United States United States |
Investment management Food and beverage services Food trading Food processing and food and beverage services Investment management Food processing and food and beverage services Food and beverage services Livestock products manufacturing and sales Investment management Transportation Food and beverage services Food and beverage services Transportation Investment management Food trading Food processing Food and beverage services Franchising Investment management Food processing |
$ 50,055 (US$ 1,833,048 ) 150,727 40,000 81,621 (JPY 300,000,000 ) 450,951 (US$ 14,380,000 ) 476,538 (HK$ 119,617,830 ) 20,000 250,000 397,549 (US$ 12,940,438 ) - (HK$ 1 ) - (HK$ 1 ) - (HK$ 1 ) - (HK$ 1 ) 6,891 (RMB 1,500,000 ) 6,891 (RMB 1,500,000 ) 97,050 (US$ 3,180,000 ) 84,205 (US$ 2,700,000 ) 16,140 (US$ 500,000 ) 231,732 (US$ 7,200,000 ) 385,080 (US$ 12,000,000 ) |
$ 50,055 (US$ 1,833,048 ) 150,727 40,000 81,621 (JPY 300,000,000 ) 150,947 (US$ 4,980,000 ) 476,538 (HK$ 119,617,830 ) 20,000 - 397,549 (US$ 12,940,438 ) - (HK$ 1 ) - (HK$ 1 ) - (HK$ 1 ) - (HK$ 1 ) 6,891 (RMB 1,500,000 ) 6,891 (RMB 1,500,000 ) 76,454 (US$ 2,547,750 ) 64,008 (US$ 2,073,750 ) - (US$ - ) - (US$ - ) - (US$ - ) |
1,833,048 15,000,000 4,000,000 30,000 2,876 17,500,000 2,000,000 25,000,000 5,250,000 1 1 1 1 10,000 - - - 500,000 7,200,000 - |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 60 60 100 60 100 |
$ 26,957 (US$ 822,239 ) 159,497 47,171 48,916 (JPY 233,043,384 ) 395,002 (US$ 12,048,258 ) 693,919 (HK$ 164,357,879 ) 7,039 250,373 16,474 (US$ 502,493 ) 49,231 (HK$ 11,660,556 ) 101,891 (HK$ 24,133,272 ) 11,219 (HK$ 2,657,185 ) 413 (HK$ 97,909 ) - - 43,759 (US$ 1,334,695 ) 84,595 (US$ 2,580,289 ) 15,648 (US$ 477,293 ) 235,314 (US$ 7,177,482 ) 392,483 (US$ 11,971,417 ) |
$ 51 (US$ 1,592 ) (13,240 ) 4,839 (901 ) (JPY 4,246,366 ) (20,326 ) (US$ 632,972 ) 39,158 (HK$ 9,516,019 ) (5,441 ) 373 (105 ) (US$ 3,262 ) 7,320 (HK$ 1,778,897 ) (1,218 ) (HK$ 296,058 ) (878 ) (HK$ 213,080 ) (39 ) (HK$ 9,508 ) - - (32,257 ) (US$ 1,004,500 ) 5,875 (US$ 182,970 ) (729 ) (US$ 22,707 ) (1,205 ) (US$ 37,530 ) (918 ) (US$ 28,583 ) |
$ 51 (US$ 1,592 ) (13,240 ) 4,839 (901 ) (JPY 4,246,366 ) (20,326 ) (US$ 632,972 ) 39,158 (HK$ 9,516,019 ) (5,441 ) 326 (105 ) (US$ 3,262 ) 7,320 (HK$ 1,778,897 ) (1,218 ) (HK$ 296,058 ) (878 ) (HK$ 213,080 ) (39 ) (HK$ 9,508 ) - - (19,304 ) (US$ 601,154 ) 3,405 (US$ 106,039 ) (729 ) (US$ 22,707 ) (723 ) (US$ 22,518 ) (918 ) (US$ 28,583 ) |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Notes 1 and 2 Note 1 Note 1 Note 1 Note 1 Note 1 |
Note 1: The above investment income or loss of the investee for 2024 was recognized based on the investee’s financial statements for the same period audited by CPAs.
Note 2: Refer to Table 9 for the information on investees in Mainland China.
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TABLE 9
BAFANG YUNJI INTERNATIONAL CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars and Unless Stated Otherwise)
- The name of the investees in Mainland China, main business, paid-in capital, investment methods, capital outward and inward remittances, shareholding, investment income and losses, investment book value, repatriated investment income and loss.
| Investee Company | Main Businesses and Products |
Paid-in Capital | Method of Investment (Note 1) |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2024 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2024 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 2b.2)) |
Carrying Amount as of December 31, 2024 |
Accumulated Repatriation of Investment Income as of December 31, 2024 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||
| Heng Yue Feng Trading (Shenzhen) Co., Ltd. |
Food trading | $ 6,891 | b. | $ 6,891 (RMB 1,500,000) |
$ - | $ - | $ 6,891 (RMB 1,500,000) |
$ - (RMB -) |
100 | $ - (RMB -) |
$ - (RMB -) |
$ - |
- Investment quota for Mainland China
| Accumulated Outward Remittance for Investment in Mainland China as of December31,2024 |
Investment Amounts Authorized by the Investment Commission,MOEA |
Upper Limit on the Amount of Investment Stipulated by theInvestment Commission,MOEA(Note 3) |
|---|---|---|
| $502,428 (US$16,341,534) | $502,428 (US$16,341,534) | $2,289,504 |
-
Note 1: The investment methods can be divided into the following three types, and just indicate as such.
-
a. Invest in mainland China directly.
-
b. Invest in Mainland China through companies in third regions. (Please specify the investment company of the third region). c. Other methods.
Note 2: In the column of investment income or loss recognized in the current period.
-
a. If the investment is under preparation and there is no investment income or loss, it should be noted.
-
b. The basis for recognizing investment income or losses is divided into the following three categories, which should be specified.
-
1) The financial statements have been audited by an international CPA firm with which CPA firms in the ROC. has a cooperative relationship.
-
2) The financial statements have been audited by the attesting CPA of the parent company in Taiwan.
-
3) Others: Unaudited financial statements.
Note 3: In accordance with the “Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China” of the 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, and Shanghai Dante Coffee Co., Ltd was deregistered in September 2022, Fujian Bafang Yunji Foods Co., Ltd. was deregistered in September 2022, and Fujian Bafang Yunji Restaurant & Management Co., Ltd. was deregistered in October 2023, the accumulated investment amount of $472,503 thousand remitted from Taiwan was not repatriated back.
-
Significant transactions with investees in Mainland China directly or indirectly through third-region businesses: None.
-
Endorsement, guarantee or provision of collaterals provided to investees in Mainland China directly or indirectly through third-region businesses: None.
For financial accommodation provided to investees in Mainland China directly or indirectly through third-region businesses: None.
Other transactions that have a significant effect on the current profit or loss or financial position: None.
88
TABLE 10
BAFANG YUNJI INTERNATIONAL CO., LTD.
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2024
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Fu Yu Investment Co., Ltd. Lin, Chia-Yu Su, Suh-Hsing |
11,139,966 5,125,963 4,572,784 |
16.71 7.69 6.86 |
Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
89