AI assistant
Chang Type — Annual Report 2023
Jun 26, 2024
51863_rns_2024-06-26_8045d637-2400-4ced-a4b9-c358fc6989b3.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code:1541
Annual report available at: http://mops.twse.com.tw/
==> picture [72 x 80] intentionally omitted <==
==> picture [397 x 77] intentionally omitted <==
Annual Report 2023
Printed on 17 May 2024
I. The spokesperson and deputy spokesperson of the Company:
| Spokesperson: | Deputy | Spokesperson: | |
|---|---|---|---|
| Name | CHANG, CHIN-HUA | Name | LIN, MEI-JYUN |
| Title | Finance manager | Title | Audit supervisor |
| Tel | 04-25580669 ext. 310 | Tel | 04-25580669 ext. 312 |
| [email protected] | [email protected] |
- Address and contact number of the headquarters, branches and plant: No. 41, Nancun Rd., Houli Dist., Taichung City
Tel: (04)25580669 Fax: (04)25574960
3. Stock transfer agent
Name: Transfer agency department, Taishin Securities Co., Ltd. Stock
Address: B1F., No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City Tel: (02) 2504-8125
Website: https://www.tssco.com.tw/
4. CPAs:
CPAs: LO, WEN-CHEN, HUANG, YU-TING
Name of the Accounting Firm: EY Taiwan
Address: 26F., No. 186, Shizheng N. 7th Rd., Xitun Dist., Taichung City
Tel: (04) 2259-8999
Website: http://www.ey.com/tw
5. Overseas Securities Exchange: None.
6. Corporate Website:
http://www.toty.com.tw
Contents
| Contents | |
|---|---|
| Page | |
| I. Letter to shareholders........................... | 1 |
II. Company Profile................................... |
6 |
| III. Corporate Governance Report | |
I. Organization system................................ |
7 |
| II. Directors, Presidents, Vice Presidents, Assistant Managers and Management Teams | 10 |
| III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period | 16 |
IV. Implementation of Corporate Governance...................... |
22 |
V. Information on Replacement of CPAs........................ |
62 |
| VI. In case the Chairman, President, Chief Financial Officer or Chief Accounting Officer of the | |
| Company who has been employed by the CPA firm retained for services or its affiliate, disclose | |
the name, title, and the duration of employment by the CPA firm or its affiliate....... |
62 |
| VII. In the previous period to the date this report was printed, the transfer of shares or changes in the | |
| pledge of shares under lien by the Directors, Managers, and shareholders holding more than 10% | |
of the shares issued by the Company........................ |
62 |
| VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another |
63 |
| IX. The quantity of shares issued by particular investee company held jointly by the Directors, | |
| Managers, and direct or indirect controlled entity of the Company, and the proportion of shares | |
under joint holding............................... |
64 |
| IV. Status of fundraising | |
I. Capital stock and shares of the Company....................... |
65 |
II. Corporate bonds................................. |
71 |
III. Preferred shares................................. |
71 |
IV. Overseas depository receipts............................ |
71 |
V. Employee Stock Option.............................. |
71 |
VI. RSU/RSA................................... |
71 |
VII. Merger and Acquisition (including merger, acquisition and spinoff)............ |
71 |
VIII. Information on the implementation of the capital utilization plan............. |
71 |
| V. Operation Overview | |
I. Business Content................................. |
72 |
II. Market, Production and Sales Overview....................... |
76 |
III. Overview of Employees............................. |
83 |
IV. Information on Expenditures on Environmental Protection................ |
83 |
V. Labor-Management Relationship.......................... |
84 |
VI. Information Security Management(Added Additional Information)........... |
85 |
VII.The Structure of Task Force on Climate-related Financial Disclosures........... |
87 |
| VIII. Important Contracts | 88 |
| VI. Financial Information | |
| I. Condensed Balance Sheet and Comprehensive Income Statement for the Recent Five Years. Names of the CPAs and Audit Opinions ............................ |
89 |
II. Financial Analysis for the Recent Five Years...................... |
92 |
III. Audit Committee Review Report on the Financial Statements of the Most Recent Period.... |
96 |
IV. The Financial Report of The Most Recent Period................... |
98 |
| V. The Parent Company Only Financial Report that has been Audited and Certified by the CPAs in the Most Recent Year ................................. |
98 |
| VI. If the Company and its Affiliated Enterprises have Financial Turnover Difficulties in Recent Years | |
| and as of the Date of Publication of the Annual Report, Impact on the Company's Financial | |
Status Should be Stated............................. |
98 |
| VII. Review and Analysis of Financial Position and Performance, and Risk Assessments | |
I. Financial Position................................ |
99 |
II. Financial Performance.............................. |
99 |
III. Cash Flow................................... |
100 |
IV. The Impact of Material Capital Expenditure on Financial Position in the Most Recent Year... |
102 |
|---|---|
| V. The Direct Investment Policy, the Major Cause of Profit or Loss, Improvement Plan for the Most | 102 |
Recent Year, and the Investment Plan in the Next Year................... |
|
VI. Risk Analysis Assessment in the Most Recent Year to the Date of this Report was Printed... |
102 |
VII. Other Significant Matters............................ |
102 |
| VIII. Additional Information | |
I. Profiles of the Affiliates.............................. |
103 |
| II. Issuance of Securities Through Private Placement in the Most Recent Year as of the Date of this Report was Printed ............................... |
104 |
| III. The Holding or Disposal of the Shares Issued by the Company by Subsidiaries in the Most Recent Year as of the Date of this Report was Printed .................... |
104 |
IV. Supplementary Information............................ |
104 |
| IX. In the most recent year and as of the date of this report was printed, any event which has a material | |
| impact on shareholders' rights and interests or securities prices specified in 2nd subparagraph, 3rd | |
Paragraph, Article 36 of the Securities and Exchange Act.................. |
104 |
Attachment A. Financial Statements Attested and Audited by CPAs in the Most Recent Year...... |
105 |
| Attachment B. Parent Company Only Financial Statements Attested and Audited by CPAs in the Most Recent Year .................................... |
185 |
I. Letter to Shareholders
2023 Business Report
The consolidated revenue for 2023 was NT$3,378 million, representing a decline of 16.7%; the profit was NTD115 million and the EPS was NTD1.46, representing a decline of 57.7%. Under the influence of various adverse factors such as high inventory levels among distributors persisting from last year, global challenges including global pandemic, war, inflation, energy and food supply shortages, consumer demand has sharply declined, and heavy industry compensations, resulting in a significant decrease in revenue and profits in 2023.
The following is a report on the Company's consolidated results of operations for 2023 and business plan for 2024.
- I. Consolidated Results of Operations for 2023
(I) The Outcome of Business Plan Implementation
Since the beginning of this year, despite the easing of the pandemic, the global economy has been adversely affected by persistent high inflation from last year, the Russia-Ukraine conflict, interest rate hikes, and the strengthening of the US dollar. These factors have eroded consumer confidence and purchasing power, dampening demand and leading to a continuation of last year's sharp decline in demand. Facing crises of excess customer inventory and increased US sanctions on China, the pressure of global economic recession has intensified. Several industries have weakened, impacting manufacturers. Customer orders have significantly decreased since the second half of the previous year. In addition to cost-cutting measures in operations and encouraging staff to take leave, these circumstances have led to a decline in sales performance. Consolidated revenue has decreased by 16.7% to NT$3,378 million compared to last year
In this period, our product performance continued to be significantly affected by a substantial decrease in sales orders. In the United States, the results of inflation control measures were notable, leading to a cessation of interest rate hikes. Starting from the fourth quarter, the US dollar weakened, with the New Taiwan Dollar depreciating by an average of 5.95% against the US dollar. This led to an increase in product gross profit margins, resulting in a 12% increase in product gross profit compared to the previous period. Operating expenses decreased, primarily due to reduced export, shipping, and sales warranty expenses corresponding to the decrease in sales. Additionally, subsidiary companies reduced expenses related to warehouse rental, personnel hiring, and equipment maintenance. Furthermore, there were no expenses related to product patent disputes from last year. As a result, consolidated operating profit increased by 67% to NT$285 million.
1
Non-operating expenses amounted to NTD139 million, primarily attributed to the depreciation of the exchange rate in the fourth quarter, resulting in a significant decrease in exchange gains by NTD285 million to NTD5.43 million. Additionally, there were mold service revenues of NTD12 million, financing and leasing interest expenses of NTD19 million, and provision for heavy indemnity expenses related to outsourced production and sales of parts amounting to NTD145 million. Compared to the previous period, net non-operating income decreased by NTD324 million, totaling NTD185 million. This was mainly due to decreased exchange gains of NTD290 million, financing and leasing interest expenses of NTD22 million, mold income of NTD21 million, and patent dispute indemnity expenses of NTD107 million. Consequently, the net profit before tax for the period is NTD146 million, representing a decrease of NTD210 million or 58.9% from NT$356 million in the previous period.
2
| 3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
3 (II) Analysis of Receipts, Expenditures and Profitability 1. Analysis of Receipts and Expenditures Consolidated Financial Statements Unit: NTD (in thousands) Item 2023 2022 Increase (Decrease) Amount % Operating revenue 3,378,030 4,057,447 (679,417) (16.7) Gross profit 667,188 594,471 72,717 12.2 Operating Income 285,183 170,758 114,425 67.0 Net profit before tax 146,179 355,966 (209,787) (58.9) Net profit after tax 115,190 272,059 (156,869) (57.7) Earnings per Share (NTD) 1.46 3.45 (1.99) (57.7) 2. Profitability Consolidated Financial Statements Item 2023 2022 Profitability Return on Assets (%) 3.42 6.59 Return on Equity (%) 6.08 14.93 Capital Adequacy Rate (%) Operating Income 36.19 21.67 Net Profit Before Tax 18.55 45.17 Net Profit Margin(%) 3.41 6.71 Earnings per Share(NTD) 1.46 3.45 Parent Company only Financial Statements Item Operating revenue Gross profit Operating Income Net profit before tax Net profit after tax Earnings per Share (NTD) Parent Profitability |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Financial Statements |
Unit: NTD (in thousands) | Parent Company only Financial Statements |
Unit: NT | D (in thousands) | ||||||||||||||
| Item | 2023 | 2022 | Increase (Decrease) | Item | 2023 | 2022 | Increa | se (Decrease) | ||||||||||
| Amount | % | Amount | % | |||||||||||||||
| Operating revenue |
3,378,030 | 4,057,447 | (679,417) | (16.7) | Operating revenue |
3,015,023 | 4,058,588 | (1,043,565) | (25.7) | |||||||||
| Gross profit | 667,188 | 594,471 | 72,717 | 12.2 | Gross profit | 450,484 | 373,981 | 76,503 | 20.5 | |||||||||
| Operating Income |
302,398 | 172,423 | 129,975 | 75.4 | ||||||||||||||
| Operating Income |
285,183 | 170,758 | 114,425 | 67.0 | ||||||||||||||
| Net profit before tax |
146,179 | 355,966 | (209,787) | (58.9) | ||||||||||||||
| Ne | t profit before tax |
157,561 | 335,732 | (178,171) | (53.1) | |||||||||||||
| Net profit after tax |
115,190 | 272,059 | (156,869) | (57.7) | ||||||||||||||
| N | et profit after tax |
115,190 | 272,059 | (156,869) | (57.7) | |||||||||||||
| Earnings per Share (NTD) |
1.46 | 3.45 | (1.99) | (57.7) | ||||||||||||||
S |
Earnings per hare (NTD) |
1.46 | 3.45 | (1.99) | (57.7) | |||||||||||||
| 2. Profitability | ||||||||||||||||||
| Consolidated Fi | nancial Statements | |||||||||||||||||
| Parent | Company Only | Financial Statement | s | |||||||||||||||
| It | em | 2023 | 2022 | |||||||||||||||
| Item | 2023 | 2022 | ||||||||||||||||
| Profitability | Retur | n on Assets (%) | 3.42 | 6.59 | ||||||||||||||
| Profitability | Return | on Assets (%) | 3.52 | 6.85 | ||||||||||||||
| Retur | n on Equity (%) | 6.08 | 14.93 | |||||||||||||||
| Return | on Equity (%) | 6.08 | 14.93 | |||||||||||||||
| Capital Adequacy Rate (%) |
Operating Income | 36.19 | 21.67 | |||||||||||||||
| Capital Adequacy Rate (%) |
Operating Inco | me | 38.3 | 8 | 21.88 | |||||||||||||
| Net Profit Before Ta | x | 18.55 | 45.17 | |||||||||||||||
| Net Profit Before | Tax | 20.0 | 0 | 42.61 | ||||||||||||||
| Net P | rofit Margin(%) | 3.41 | 6.71 | |||||||||||||||
| Net Pr | ofit Margin(%) | 3.82 | 6.70 | |||||||||||||||
| Earnings per Share(NTD) | 1.46 | 3.45 | ||||||||||||||||
| Earnings per Share(NTD) | 1.46 | 3.45 | ||||||||||||||||
| 3 | ||||||||||||||||||
3. Budget Implementation in 2023:
The Company has not prepared a financial forecast for 2023 and has kept its expense budget within the 10% level or below.
(III) Research and Development Condition
In 2023, the company has invested NT$17.51 million in new product development, representing 1.0% of net revenue, and will continue to launch multiple updated models for sale in 2024.
II. Business Plan Summary for 2024
- Business Policy
With the business philosophy of "Innovation, Efficiency, Quality, and Service", we aim to provide products and services to our customers at the lowest possible cost, while creating advantages through attractive pricing, high quality, convenience, and other desirable features.
2. Business Plan
-
(1) Strengthening vertical integration of production to enhance competitiveness.
-
(2) Establishing core values to strengthen and enhance business performance.
3. Business objectives
-
It is expected that the revenue in 2024 will continue to grow steadily, with the main sources of revenue coming from various types of circular saws, table saws, and other major products. In addition to cooperating with top international brands for OEM services, the company will continue to expand our own brand business. With the introduction of new product models and the strengthening of vertical integration of production, it is expected that both revenue and profits will continue to grow steadily.
-
Research and development plan
We will expand our product portfolio by venturing into new areas of OEM, brand product line development, brushless motor and control research and development, and the development of diversified tools. Despite the challenges posed by the difficult business environment, the company will continue to pursue steady and sustainable growth through a series of strategic measures and initiatives.
- Expected Sales Volume: 550,000 units of electric tools and 595,000 units of components (parent company only information).
4
III. The Effect of External Competition, the Legal Environment, and the Overall Business Environment
-
External Competition Environment: Industry competition is inevitable and remains in a benign interaction. The company continues to strengthen the competitive advantage, enhance core R&D technologies to meet consumer demand with stable product quality.
-
Legal Environment: All of the company's products are designed and developed while considering the regulations of each country and complying with their standards. The company will continue to monitor, update, and comply with possible changes in legal regulations in the future to ensure the maximum interests of the shareholders.
-
Overall Business Environment: Given the complex overall business environment, the company will consider the industry overview and observe the general economic trend when evaluating investments and business policies. With regards to the impact of the US consumer market, which is experiencing reduced demand due to pressures from destocking and the slowdown caused by the COVID-19 pandemic, as well as the impact of high inflation and recession, the company will adopt strategies such as curtailing operating expenses to cope with the situation.
Wishing all of our esteemed shareholders all the best.
CHANG TYPE INDUSTRIAL CO., LTD
Chairman: CHANG, CHIN-CHIN
President: CHANG, CHIN-CHIN
Accounting supervisor: CHANG, CHIN-HUA
5
Company Profile
II. Date of establishment: 21 April 1989
- III. Company and Factory Address and Contact Number:
Address: No. 41, Nancun Rd., Houli Dist., Taichung City
Contact Number: (04)2558-0669 Fax: (04)2557-4960
Factory Address: No. 41, Nancun Rd., Houli Dist., Taichung City
No. 31, 33, 35, 37, 356, Ln. 352 ,Sec. 4, Sanfeng Rd., Houli Dist., Taichung City
- No. 262, Ln. 549, Sec. 2, Sanfeng Rd., Fengyuan Dist., Taichung City
IV. Milestone :
| 1989 | Co-founded by LIOU, LAI-JIN and CHANG, CHIN-CHIN in April, with a capital of |
|---|---|
| NT$20,000,000. It specializes in the manufacture of DC motors, continuously variable | |
| controllers and IC boards. The Company signed a sales cooperation contract with | |
| Emerson. | |
| 1991 | Started producing scroll saw, band saw and vacuum cleaner. |
| 1995 | Signed a contract with RYOBI, a famous electric tool manufacturer, to manufacture |
| "RYOBI" and "CRAFTSMAN" bench top power tools. | |
| 1997 | Expanded 2nd plant in Fengyuan and obtained ISO9002 certificate. |
| 1999 | Won the International Trade Awards of the Ministry of Economic Affairs, setting an |
| excellent example to the woodworking machinery industry; conducting public offering | |
| of stocks. | |
| Signed a contract with Black & Decker (B&D), the world's largest manufacturer of | |
| electric tools, to manufacture "Black & Decker" bench top power tool. | |
| 2000 | Received the 3rd Rising Star Award from the Small and Medium Enterprise |
| Administration, Ministry of Economic Affairs. | |
| Passed B&D certificate and produced top class “DEWALT” miter saw。 | |
| 2003 | In March, the company's stocks were publicly traded on the Taiwan Stock Exchange. The |
| headquarter moved to Houli. | |
| In August, through the Hong Kong-based company, Techtronic Industries (TTI), the | |
| Company, as an OEM, produced the miter saw for the brand “Ridgid” under the well- | |
| known distributor Home Depot. The table saw was launched for the first time. | |
| Issued the first domestic unsecured convertible bonds in the amount of NT$5,000,000 in | |
| December. | |
| 2004 | In March, passed the ISO9000 certificate. |
| In September, signed a contract with Taiwan Sugar Corp. to lease 9,300 ping (equals | |
| approximately 3.3 square meters per ping) of industrial land in Houli Rd., Houli Dist., | |
| Taichung City, Taiwan (R.O.C.) for a 20-year lease term to build a parts processing | |
| factory. Launched “DEWALT” tile saw. | |
| 2005 | In December, the 2nd plant in Houli launched mass production through vertical |
| integration. | |
| 2007 | In December 2003, the first domestic unsecured convertible bonds were all repurchased |
| and canceled by the company, and the over-the-counter trading was terminated on | |
| December 21, 2007. | |
| 2011 | In January, obtained DELTA, the American brand of electric tools. |
| In November, the Remuneration Committee was established. | |
| 2013 | The product was introduced at LOWE'S, a terminal distributor in the United States. |
6
==> picture [802 x 548] intentionally omitted <==
----- Start of picture text -----
Corporate Governance Report
I. Organization system
(I) Organizational Structure of the Company
Shareholders’ Meeting
Board of Directors
Audit Office
Stock Affairs
Chairman
Audit Committee
Executive Assistant to CEO
President Remuneration Committee
Information Center
President’s Office
Document Management Center
Administrative Product Research and Quality Assurance
Production Department Processing Division
Management Department Development Department
Finance Management Business Fengyuan Houli Houli Material Research and
Department Department Department Plant Plant 2 Plant 1 Department development department
7
Certification
Costing Office Quality Control
Accounting Office Administrative Office Personnel Department Import-Export Office Biotechnology Office Materials Department Materials Department 1 Materials Department 2 Die Casting Department Coating Department Precision Engineering Molding Department Purchasing Department Regulatory Compliance
International Business Office roduction Management Office Manufacturing Department 1 Manufacturing Department 1-5 Manufacturing Department 1 Manufacturing Department 2 Inventory Control Department Project Engineering Department Electrical Design Department Quality Assurance Department 1 Quality Assurance Department
----- End of picture text -----
(II) The functions of major departments are specified below :
| Major departments and function heads |
Major departments and function heads |
The function of major departments |
|---|---|---|
| Audit office | Assist with the formulation of the company's audit system and the implementation ofvarious auditwork. |
|
| President’s Office |
Special Assistant Information Center |
1.Execution of project matters. 2.Preparation and announcements for shareholders and board meetings. 3.Delivery and filing of minutes of shareholders and board meetings. 4.The establishment and maintenance of the register of shareholders, the processing of stock issuance and dividend distribution. The development and maintenance of information system, and the maintenance andpurchase of software and hardware. |
| Finance Department |
Accounting Office CostingOffice |
1.Fund Management and cashier matters. 2.Accounting, budgeting and tax filing matters. Cost settlement andgrossprofit analysis. |
| Management Department |
Administrative Office Personnel Department |
1.General affairs management, property management. 2.Public relations, labor relations, and factory environmental safety. 3.Inquiry, price comparison, negotiation, ordering, contract signing, etc. for equipment procurement. 1.Personnel information filing, performance assessment, and salary arrangement. 2.Labor insurance,employeewelfare,etc. |
| Business Department |
Import-Export Office International BusinessOffice |
1.Product sales, market development, and market intelligence collection. 2.Customer due diligence, payment collection and processing. 3.Shipment coordination andproduction schedules. |
| Production Department |
Every plant-ManufacturingDepartment -PlantMaintenance Department -ProductionManagement Department -BiotechnoloyDepartment -MaterialsDepartment |
1.Manufacture, control and processing of various products. 2.Planning and execution of maintenance of machinery, tools, measuring tools and other equipment in the factory. Administrative affairs such as personnel, general affairs, warehouse management and accounting of each factory. 1.Factory output, production capacity planning and management, production budget preparation and control. 2.Execution of production planning and control. 3.Production process planning and improvement planning. 4.Storage management and delivery of finished products. 5.Shipping schedule arrangement. 1.Production technology and equipment maintenance. 2.Industrial engineering management, planning, execution and supervision. 1.Raw materials and materials storage management and delivery matters. 2.Raw material safety stock control. 3.After-sales service parts and sample parts export packaging. 4.Warehouse inventoryand storage status audit. |
| Material Department |
1.Due diligence of suppliers. 2.The supply and demand survey of raw materials and materials, price trend analysis. 3.Preparation and implementation of annual procurement plan. 4.Purchasing, ordering, and signing contracts, etc. of raw materials, materials, etc. 5.Responsible for the requests of raw material requisition and the control of deliverytime. |
8
| Major departments and function heads |
Major departments and function heads |
The function of major departments |
|---|---|---|
| Research & Development Department |
1.Research and development of new products and mold design. 2.Product BOM construction and product technical data management. 3.Technology development and management of standard product design 4.Various computer graphics. 5.The improvement of research, production, technology, quality and the reduction of cost. |
|
| Quality Assurance Department |
-Quality ControlDepartment |
1.ISO management and supervision. 2.Implementation and testing of safety requirements and reliability. 3.Judgment and handling of customer complaints. 4.Instrument testing, calibration and maintenance. 5.Publishing, revision and control of various documents. 6.Revision of Quality Recording Procedures. 1.Quality inspection of incoming materials, outsourced products, purchase items and finished products. 2.Drafting and implementation of inspection standards and product standards. 3.Planning and implementation of quality control education and training. 4.Handling and tracking of abnormal responses to manufacturing quality,analysis and reportingof the cause ofpoorquality. |
9
II. Directors, Supervisors, Presidents, Vice Presidents, Assistant Managers and Management Teams
(I)Directors and Supervisors
1.Profile of directors
| 23 April 2024 | 23 April 2024 | 23 April 2024 | 23 April 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Natio y or p of registr n |
n l Name |
Gender Age |
Date of offic e |
Tenur e |
Date of the first term of office |
Quantity of shares held at the time of elected to office |
Quantity of shares currently held |
Shares held by spouse and underage children |
Shares held in the name of a third party |
Major work experience (education) |
Concurrent positions with the Company and other companies |
Concurrent positions with the Company and other companies |
Remark | ||||||
| Quantity of shares |
Propo rtion of shareh olding |
Quantity of shares |
Propo rtion of shareh olding |
Quantity of shares |
Propo rtion of shareh olding |
Quan tity of share s |
Propo rtion of shareh olding |
Title | Name | Relation | ||||||||||
| Chairm an |
R.O. C |
CHAN G, CHIN- CHIN |
M 68 |
27 June 2022 |
3 years |
April 1989 |
18,080,201 | 22.94 | 18,080,201 | 22.94 | 11,549,766 | 14.66 | - | - | Master's degree, International Business, National Taiwan University. Chung Yuan Christian University |
President of the Company |
Director | CHANG, HSIANG-I |
Father & daughter |
The reason why the Chairman and the President are the same person: Efficiency and decision- making |
| Director | R.O. C |
CHAN G, HSIAN G-I |
F 43 |
27 June 2022 |
3 years |
27 June 2022 |
7,172,569 | 9.10 | 7,090,569 | 9.00 | - | - | - | - | Marketing, Indiana University, USA |
Business president of the Company |
Chairman | CHANG, CHIN- CHIN |
Father & daughter |
|
| Director | R.O. C |
LUO,S HU- DUAN |
F 60 |
27 June 2022 |
3 years |
15 June 2007 |
22,400 | 0.03 | 22,400 | 0.03 | - | - | - | - | National Taichung University of Science and Technology Supervisor, Chang Type Industrial CO., Ltd. |
- | - | - | - | |
| Indepen dent Director |
R.O. C |
CHEN, YONG -YAO |
M64 | 27 June 2022 |
3 years |
28 June 2019 |
- | - | - | - | - | - | - | - | Ph.D., University of California, Berkeley, Computer and Electrical Engineering Department. |
Professor of Electrical Engineering Department, National Taiwan |
- | - | - |
10
| Electrical Engineering Department, Associate Professor, Professor and Vice Dean of Electrical Engineering Department, National Taiwan University. |
University. | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Indepen dent Director |
R.O. C |
LIN, HSIU- MEI |
F 71 |
27 June 2022 |
3 years |
15 June 2001 |
1,225 | 0.00 | 1,225 | 0.00 | - | - | - | - | Taichung Home Economics and Commercial High School ELECTRO SCIENTIFIC INDUSTRIES, INC. TAIWAN BRANCH (U.S.A.) |
President, Fubon Life |
- | - | - | |
| Indepen dent Director |
R.O. C |
KO, CHEN- EN |
M 72 |
27 June 2022 |
3 years |
27 June 2022 |
- | - | - | - | - | - | - | - | Ph.D., Accounting, University of Minnesota |
Professor Emeritus, National Taiwan University Chairman, Taiwan Corporate Governance Association |
- | - | - | |
| Indepen dent Director |
R.O. C |
WANG , MING- JHIH |
M 56 |
27 June 2022 |
3 years |
27 June 2022 |
- | - | - | - | - | - | - | - | Master, EMBA, Department of Finance, National Chung Hsing University Director, China Investment Securities (Hong Kong) Vice president, Yuanta Asset Management Sales Manager, Yuanta Securities |
- | - | - | - |
11
23 April 2024
- Dominant shareholders of institutional shareholders
| 23 April 2024 | |
|---|---|
| Name of institutional shareholder | Dominant shareholders of institutional shareholders |
| None | None |
-
3.The diversity, independence, and objectives of the Board:
-
(1) The composition of the Company’s board of directors is formulated not only based on the operational and developmental needs of the company but also in accordance with corporate governance best practices. The Company has established a policy for board member diversity, considering factors such as gender, age, professional background, and industry experience. The current board consists of seven members, each equipped with expertise and professional experience from various fields including finance, accounting, electrical and mechanical engineering, and business management. They possess industry knowledge, international market insights, and the capability to execute their duties as directors effectively. Among the board members, there is one director aged between 45 and 55, three directors aged between 56 and 65, and three directors aged 66 or above, ensuring a diverse representation across different age groups and providing constructive input to the management team.
-
(2) The current board composition includes at least one female director, with no more than one-third of the board seats held by directors who also serve as company executives. Additionally, there are no more than two directors who have a spouse or a second-degree relative relationship within the board. At least two directors serve as independent directors, with each serving for a maximum of three consecutive terms. In this term, there is one female director and four independent directors, exceeding half of the board seats. Only two directors hold executive positions, and there is one pair of directors with a spouse or seconddegree relative relationship. Furthermore, all three independent directors have served for fewer than three consecutive terms. These arrangements fulfill the objectives of board diversity and ensure the implementation of independence and diversity principles .
12
- Professional qualifications and independence of the Directors
23 April 2024
| Condition Name |
Whether one equipped with more than five years of work experience and the following professionalqualifications |
Whether one equipped with more than five years of work experience and the following professionalqualifications |
Whether one equipped with more than five years of work experience and the following professionalqualifications |
Independent Status(Note) |
Independent Status(Note) |
Independent Status(Note) |
Independent Status(Note) |
Independent Status(Note) |
Independent Status(Note) |
Number of independent directors of other public companies |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Public and private colleges and universities lecturers and above of business, legal affairs, finance, accounting or corporate business |
Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examinations required for the company's business and have obtained certificates. |
Work experienc e required for business, legal, finance, accountin g or corporate business |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| CHANG, CHIN- CHIN |
--- | --- | Yes | - | - | - | - | - | | - | | | - | | | N/A |
| CHANG, HSIANG- I |
--- | --- | Yes | - | | | - | - | | | | | - | | | N/A |
| LUO, SHU- DUAN |
--- | --- | Yes | | | | | | | | | | | | | N/A |
| LIN, HSIU-ME |
--- | --- | Yes | | | | | | | | | | | | | N/A |
| CHEN, YONG- YAO |
Yes | --- | Yes | | | | | | | | | | | | | N/A |
| KO, CHEN- EN |
Yes | --- | Yes | | | | | | | | | | | | | 2 |
| WANG, MING- JHIH |
--- | --- | Yes | | | | | | | | | | | | | N/A |
Note : The Directors who meet the following conditions two years before their election and during their term of office, please fill in "" in the space below each condition code
-
(1) Not an employee of the company or its affiliates.
-
(2) Not a director or supervisor of the Company or its affiliated companies (except if the company and its parent company, subsidiaries or subsidiaries of the same parent company have the same independent directors established in accordance with this Act or the laws of the local country, where the restriction does not apply).
-
(3) Individual shareholders who themselves and their spouses, minor children or on behalf of other natural person shareholders do not hold more than 1% of the company's total issued shares or hold the top ten number of shares.
-
(4) Not the spouses, relatives within the second degree of kinship or lineal blood relatives within the third degree of kinship of the managers listed in (1) or the people listed in (2) and (3).
-
(5) Directors, supervisors, or employees of corporate shareholders who do not directly hold more than 5% of the Company's total issued shares, whose ownership are not among the top five shareholdings, or who are not designate a representative to serve as a director or supervisor of the company in accordance with paragraph 1 or 2, Article 27 of the Company Act. (except for independent directors of the company and its parent company, subsidiary or subsidiary of the same parent company who serve concurrently as independent directors of the other in accordance with the Act or the laws of the local country, the restriction does not apply).
13
-
(6) Directors, supervisors or employees of other companies whose seats are not the same as the company's directors or more than half of the shares with voting rights are controlled by the same person (except for independent directors of the company and its parent company, subsidiary or subsidiary of the same parent company who serve concurrently as independent directors of the other in accordance with the Act or the laws of the local country, the restriction does not apply).
-
(7) Director (council), supervisor (supervisor) or employee of another company or institution is not the same person or spouse as the chairman, president or equivalent position of the company (However, if the independent directors of the company and its parent company, subsidiaries or subsidiaries of the same parent company are established in accordance with this Act or the laws of the local country, the restriction does not apply).
-
(8) Not a director (council), supervisor, manager or shareholder holding more than 5% of the shares of a specific company or organization with which the company has financial or business dealings. (The restriction does not apply if a specific company or institution holds more than 20% of the total issued shares of the company, but not more than 50% and its parent company, and the independent directors of the company and its parent company, subsidiary or subsidiaries of the same parent company who serve concurrently as independent directors of the other are established in accordance with the Act or the laws of the local country.)
-
(9) Not a professional, sole proprietorship, partnership, company or institution business owners who are not professionals who provide audits for companies or affiliated companies or whose accumulated remuneration in the last two years does not exceed NT$500,000 in business, legal, financial, accounting and other related services, partners, directors (council), supervisors (supervisors), managers and their spouses. However, this does not apply to the members of the Remuneration Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions who perform their functions in accordance with the Securities and Exchange Act or the Mergers and Acquisitions Act.
-
(10) Does not have a spouse or family relationship within the second degree of kinship with other directors.
-
(11) There are no circumstances of Article 30 of the Company Act.
-
(12) No circumstances under Article 27 of the Companies Act, for which the government, legal person or its representative is eleted.
(II) Information on the President, Vice President, Assistant Managers or division
| 23 April 2024 | 23 April 2024 | 23 April 2024 | 23 April 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Date of Office | Shareholding | Shareholding ratio of spouse and underage children |
Shares held in the name of a third party |
Major work experience (education) |
Concur rent positio ns in other compan ies. |
The spouse or consanguineous within two degrees |
Remark | |||||
| Number of shares |
Sharehol ding ratio |
Number of shares |
Shareh olding ratio |
Nu mbe r of shar es |
Share holdi ng ratio |
Title | Name | Relation | ||||||||
| President | R.O.C | CHAN G, CHIN- CHIN |
M | April 1989 |
18,080,201 | 22.94 | 11,549,766 | 14.66 | - | - | Master’s degree, International Business, National Taiwan University. Chung Yuan Christian University |
- | Vice President |
LIU, HSIU- YUEH |
Spouse | Note1 |
| Executive Vice President |
R.O.C | LIU, HSIU- YUEH |
F | April 1989 |
11,549,766 | 14.66 | 18,080,201 | 22.94 | - | - | Feng Yuan Commercial High School |
- | Chairmen and President |
CHAN G, CHIN- CHIN |
Spouse | |
| Supervisor of Manufactur ing |
R.O.C | LI, YI- ZE |
M | April 2021 |
- | - | - | - | - | - | Institute of Industrial Engineering, National Chin-Yi |
- | - | - | - |
14
| Title | Nationality | Name | Gender | Date of Office | Shareholding | Shareholding | Shareholding ratio of spouse and underage children |
Shareholding ratio of spouse and underage children |
Shares held in the name of a third party |
Shares held in the name of a third party |
Major work experience (education) |
Concur rent positio ns in other compan ies. |
The spouse or consanguineous within two degrees |
The spouse or consanguineous within two degrees |
The spouse or consanguineous within two degrees |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio |
Number of shares |
Shareh olding ratio |
Nu mbe r of shar es |
Share holdi ng ratio |
Title | Name | Relation | ||||||||
| Department | University of Technology Vice President, Quality Assurance, Chang Type Industrial CO., Ltd. |
|||||||||||||||
| President of Business Department |
R.O.C | CHAN G, HSIAN G-I |
F | April 2010 |
7,090,569 | 9.00 | - | - | - | - | Marketing, Indiana University |
- | Chairman and President |
CHAN G, CHIN- CHIN |
Father & daughter |
|
| President of Finance department |
R.O.C | CHAN G, CHIN- HUA |
M | Janua ry 2002 |
14,819 | 0.02 | - | - | - | - | Chung Yuan Christian University Deloitte Accounting firms. |
- | - | - | - | |
| Vice President of Material Department |
R.O.C | LIN, HAO- LIANG |
M | Septe mber 2021 |
- | - | - | - | - | - | Department of Civil Engineering, R.O.C. Military Academy Glory Wheel Enterprise CO., Ltd. |
- | - | - | - |
Note 1: Reasons, necessity, rationality and countermeasures for the chairman and president to be the same person: It can improve the efficiency of decision-making; in addition, five (more than half) of the seven directors of the company are not concurrently managers or employees of the company.
15
| III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period (I) Remuneration of directors (including independent directors) |
Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration to Directors | The sum of A, B, C and D in proportion to net income |
Related payment in performing the duties as employees | The sum of A, B, C, D, E, F and G in proportion to net income |
Any payment from direct investee companie s other than the subsidiari es or the parent company |
|||||||||||||||||
| Remuneration (A) |
Pension and severance payment (B) |
Remuneration to Directors(C) |
Professional allowances (D) |
Salaries, bonus and special expense account(E) |
Pension and severance payment(F) |
Remuneration to employees (G) |
|||||||||||||||||
| The Company | All companie s included in the financial statement s |
The Company | All companie s included in the financial statement s |
The Company | All compani es included in the financial statemen ts |
The Company | All compa nies includ ed in the financi al statem ents |
The Company | All compa nies include d in the financi al stateme nts |
The Company | All companie s included in the financial statement s |
The Company | All companie s included in the financial statement s |
The Company | All companies included in the financial statements |
The Company | All companie s included in the financial statement s |
||||||
| Amo unt of cash |
Amo unt of stock |
Amo unt of cash |
Amo unt of stock |
||||||||||||||||||||
| Chairman | CHANG, CHIN- CHIN |
- | - | - | - | 2,000 | 2,000 | 356 | 356 | 2.04% | 2.04% | 2,762 | 2,762 | - | - | 400 | - | 400 | - | 4.79% | 4.79% | None | |
| Director | CHANG, HSIANG-I |
- | - | - | - | 1,099 | 1,099 | 25 | 25 | 0.98% | 0.98% | 1,335 | 1,335 | - | - | 200 | - | 200 | - | 2.31% | 2.31% | None | |
| Director | LUO, SHU- DUAN |
- | - | - | - | 200 | 200 | 25 | 25 | 0.20% | 0.20% | - | - | - | - | - | - | - | - | 0.20% | 0.20% | None | |
| Independent Director |
CHEN, YONG- YAO |
- | 1,200 | - | - | 60 | 60 | 1.09% | 1.09% | - | - | - | - | - | - | - | - | 1.09% | 1.09% | None | |||
| 16 |
III. Remuneration to the Directors, Supervisors, Presidents and Vice Presidents in the previous period
| Title | Name | Remuneration to Directors | The sum of A, B, C and D in proportion to net income |
Related payment in performing the duties as employees | The sum of A, B, C, D, E, F and G in proportion to net income |
Any payment from direct investee companie s other than the subsidiari es or the parent company |
|||||||||||||||||
| Remuneration (A) |
Pension and severance payment (B) |
Remuneration to Directors(C) |
Professional allowances (D) |
Salaries, bonus and special expense account(E) |
Pension and severance payment(F) |
Remuneration to employees (G) |
|||||||||||||||||
| The Company | All companie s included in the financial statement s |
The Company | All companie s included in the financial statement s |
The Company | All compani es included in the financial statemen ts |
The Company | All compa nies includ ed in the financi al statem ents |
The Company | All compa nies include d in the financi al stateme nts |
The Company | All companie s included in the financial statement s |
The Company | All companie s included in the financial statement s |
The Company | All companies included in the financial statements |
The Company | All companie s included in the financial statement s |
||||||
| Amo unt of cash |
Amo unt of stock |
Amo unt of cash |
Amo unt of stock |
||||||||||||||||||||
| Independent Director |
LIN, HSIU- MEI |
- | 20 | - | - | 55 | 55 | 0.22% | 0.22% | - | - | - | - | - | - | - | - | 0.22% | 0.22% | None | |||
| Independent Director |
KO, CHEN-EN |
- | 1,200 | - | - | 30 | 30 | 1.06% | 1.06% | - | - | - | - | - | - | - | - | 1.06% | 1.06% | None | |||
| Independent Director |
WANG, MING- JHIH |
- | 20 | - | - | 45 | 45 | 0.21% | 0.21% | 0.21% | 0.21% | None | |||||||||||
| 1. Please specify the independent director remuneration policy, system, standard and structure, and the association between the duties performed, the risk, the commitment of time and related factors and the amount of remuneration payment: When independent directors perform their duties in the Company, regardless of the company's operating profit or loss, the Company shall pay annual remuneration to the directors pursuant to the method specified in the appointment contract entered into. The remuneration may be adjusted by the remuneration committee based on the degree of participation in the Company's operations and the value of their contribution. 2 Further to the disclosure in the above table,the remuneration to the directors from all companies included in the financial statements for the service rendered(such as consultant,which is not in the capacityas an employee): None. |
|||||||||||||||||||||||
| 17 |
(II) Remuneration to presidents and vice presidents:
| Title | Name | Salaries (A) | Salaries (A) | Pension and severance payment (B) |
Pension and severance payment (B) |
Bonus and special expense account (C) |
Bonus and special expense account (C) |
Amount of remuneration to employees (D) |
Amount of remuneration to employees (D) |
Amount of remuneration to employees (D) |
Amount of remuneration to employees (D) |
The sum of A, B, C and D in proportion to net income (%) |
The sum of A, B, C and D in proportion to net income (%) |
Any Remuneration from direct investee companies other than the subsidiaries or the parent company. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
|||||
| Amount of Cash |
Amount of stock |
Amount of Cash |
Amount of stock |
|||||||||||
| President | CHANG , CHIN- CHIN |
2,456 | 2,456 | - | - | 235 | 235 | 400 | - | 400 | - | 2.68% | 2.68% | None |
| Vice President |
LIU, HSIU- YUEH |
1,964 | 1,964 | - | - | 188 | 188 | 200 | - | 200 | - | 2.00% | 2.00% | None |
18
Unit: In thousands of NTD
(III) Individual disclosure of the compensation of the top five highest paid executives
| Title | Name | Salaries (A) | Salaries (A) | Pension and severance payments (B) |
Pension and severance payments (B) |
Bonus and special expense account (C) |
Bonus and special expense account (C) |
Amount of remuneration to employees (D) |
Amount of remuneration to employees (D) |
Amount of remuneration to employees (D) |
Amount of remuneration to employees (D) |
The sum of A, B, C and D in proportion to net income (%) |
The sum of A, B, C and D in proportion to net income (%) |
Any Remuneration from direct investee companies other than the subsidiaries or the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
|||||
| Amount of Cash |
Amount of stock |
Amount of Cash |
Amount of stock |
|||||||||||
| President | CHANG, CHIN- CHIN |
2,456 | 2,456 | - | - | 235 | 235 | 400 | - | 400 | - | 2.68% | 2.68% | None |
| Vice President |
LIU, HSIU- YUEH |
1,964 | 1,964 | - | - | 188 | 188 | 200 | - | 200 | - | 2.00% | 2.00% | None |
| Finance President |
CHANG, CHIN- HUA |
1,167 | 1,167 | - | - | 121 | 121 | 200 | - | 200 | - | 1.29% | 1.29% | None |
| Business President |
CHANG, HSIANG-I |
1,200 | 1,200 | - | - | 71 | 71 | 200 | - | 200 | - | 1.28% | 1.28% | None |
19
(IV) Names of managerial officers who received employees’ bonuses in the preceding year and the distribution
| 23 April 2024 Unit: In thousands of NTD | 23 April 2024 Unit: In thousands of NTD | 23 April 2024 Unit: In thousands of NTD | ||||
|---|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Raito of total amount to net income(%) |
|
| Manager | President | CHANG, CHIN-CHIN |
- | 1,000 | 1,000 | 0.87% |
| Vice President |
LIU, HSIU- YUEH |
|||||
| Finance Manager |
CHANG, CHIN-HUA |
|||||
| Business Manager |
CHANG, HSIANG-I |
- (V) The analysis of the ratio of the remuneration to net income paid to directors, supervisors, president and vice presidents by the Company and all companies in the consolidated financial statements in the last two fiscal years, the policy and standard of paying remuneration, the procedure of combining and determining remuneration, and the relationship between business performance and future risk.
| Year Title |
2022 | 2023 | Statement | ||
|---|---|---|---|---|---|
| The Company |
Companies in the financial report |
The Company |
Companies in the financial report |
||
| Director | 6.18% | 6.18% | 9.88% | 9.88% | Note1 |
| President and Vice President |
2.48% | 2.48% | 4.68% | 4.68% | Note2 |
Note 1: Remuneration paid by the company to directors and supervisors for the last two years
- (1) Remuneration policy, standard and combination
The company's decision to pay directors' remuneration is based on the company's Articles of Incorporation. The remuneration committee submits a report. After the resolution of the board of directors is passed, the proposal will be submitted to the general meeting of shareholders in accordance with the law.
- (2) Procedure for deciding remuneration
The company's director's remuneration is based on the company's Articles of Incorporation. If the company makes profit during the year, the amount shall first make up for the accumulated loss, then no more than 5.0% may be allocated as the director's remuneration. The distribution method will be proposed by the Remuneration Committee. and submitted to the board meeting for approval and shall be reported to the shareholders' meeting.
- (3) Correlation with operating performance and future risks
The directors' remuneration of the company is regulated by the company's Articles of Incorporation, and the non-fixed part is paid according to the company's annual profit, so it is related to the company's operating performance. In addition, the remuneration committee also regularly evaluates and reviews the remuneration of the board of directors, and reports the related results to the board of directors for discussion to confirm that it is in balance with the company's sustainable operating results.
~~20~~
Note2: Remuneration paid by the company to presidents and vice presidents for the last two years
- (1) Remuneration policy, standard and combination
The remuneration paid by the company to managers is mainly divided into fixed salary and variable bonus. Fixed salary is the monthly salary agreed with the employee every year, and the variable bonus is the remuneration for achieving the target performance. Fixed salary refers to the salary and remuneration related to work performance determined by the company based on factors such as colleagues' job duties, the overall environment of the industry and market standards. The change of bonus is based on the performance and contribution of the current year. After being submitted by the Remuneration Committee and approved by the Board of Directors, it will be handled in accordance with the company's annual bonus payment announcement. The variable bonus is based on the performance and contribution of the current year, and is submitted by the Remuneration Committee to the Board of Directors for approval, and then handled in accordance with the company's annual bonus payment announcement.
-
(2) Procedure for deciding remuneration
-
Employee remuneration is handled in accordance with the company's articles of association. If the company has a profit in the year, after reserving the amount in advance to cover accumulated losses. In addition, no less than 1.0% shall be allocated as employee compensation. The actual amount of employee compensation will be reported by the Remuneration Committee and approved by the Board of Directors. The actual amount of employee compensation will be reported by the Remuneration Committee and approved by the Board of Directors, then handled in accordance with the announcement of the company's annual bonus distribution.
-
(3) Correlation between business performance and future risks
Employee remuneration is handled in accordance with laws and regulations and the operating results of the current year, and its payment standards, structure and system will also be reviewed and adjusted in a timely manner based on actual operating conditions and changes in relevant laws and regulations. The Company's Remuneration Committee also regularly evaluates the current status of managers' remuneration and provides recommendations for the Board's reference and discussion. To confirm the reasonableness of the overall compensation.
~~21~~
IV. Implementation of Corporate Governance
(1) Operations of the Board of Directors
- The Board of the Company convened for 8 times (A) in 2023 and 2024.The attendance of the Directors is specified below:
| Title | Name | Actual frequency attendance(B) |
Frequency of attendance by proxy |
Actual attendance rate(%) (B/A) |
Remark |
|---|---|---|---|---|---|
| Chairman | CHANG, CHIN-CHIN |
8 | - | 100 | - |
| Director | CHANG, HSIANG-I |
7 | 1 | 87.5 | - |
| Director | LUO, SHU- DUAN |
8 | - | 100 | - |
| Independent Director |
KO, CHEN- EN |
8 | - | 100 | - |
| Independent Director |
CHEN, YONG- YAO |
8 | - | 100 | - |
| Independent Director |
LIN, HSIU- MEI |
8 | - | 100 | - |
| Independent Director |
WANG, MING-JHIH |
8 | - | 100 | - |
| Additional information: I. If any of the following applies to the Board in session, specify the date, the session of the meeting, the content of the motions, the opinions of all Independent Directors, and the response of the Company to the opinions of the Independent Directors: (I) Particulars inscribed in Article 14-3 of the Securities and Exchange Act: None. (II) Further to the aforementioned issues, any other adverse opinions or qualified opinions from the Independent Directors on record or in the written declaration on the resolutions of the Board: None. II. The recusal of the Directors from motions involving a conflict of interest. Specify the names of the Directors, the content of the motions, the reasons for recusal and the participating in voting: None. III. Information on the cycle and duration for the Board of Directors in self-evaluation (peer evaluation), the scope, means and content of assessment: 1. Evaluation cycle: Once annually 2. Duration of evaluation: 1 January 2023 - 31 December 2023 3. Means of evaluation: Self-Assessment of the members of the Board Scope of evaluation Content of evaluation Result of evaluation Overall board 1. Level of participation in the company's operations 2. Improve the decision-making quality of the board of directors 3. Composition and structure of the Board of Directors 4. Election of directors and continuing education 5. Internal control Overall grade of 4.4. The assessment result is excellent. The overall operation of the Board of Directors is satisfactory and complies with the spirit of corporate governance. Individual board members 1. Mastery of company goals and tasks 2. Awareness of the director’s duties 3. Level of participation in the company's operations 4. Cultivation of internal relations and communication, 5. Professional designation and continuing education of Directors Overall grade of 4.7. The assessment result is excellent. The directors give positive comments on the efficiency and effectiveness of the operation of each assessment indicator. |
~~22~~
| IV. |
6. Internal control | ||
|---|---|---|---|
| Remuneration Committee |
1. Level of participation in the company's operations 2. Awareness of the duties of the remuneration committee 3. Improve the decision-making quality of the remuneration committee 4.Composition and selection of members of the remuneration committee |
Overall grade of 4.6 The assessment result is excellent. It shows that the Audit Committee has positive comments on the efficiency and effectiveness of the operation of each assessment indicator. |
|
| Audit Committee |
1. Level of participation in the company's operations 2. Awareness of the duties of the audit committee 3. Improve the decision-making quality of the audit committee 4. Composition and selection of members of the audit committee |
Overall grade of 4.5. The assessment result is excellent It shows that the Audit Committee has positive comments on the efficiency and effectiveness of the operation of each assessment indicator. |
(II) Information on the operation of the Audit Committee or the involvement of the Supervisors in the operation of the Board:
- Information on the operation of the Audit Committee:
| (1) | As of 2023 and as of the date of the publication of the Annual Report in 2024, the Audit Committee convened for 8 times (A). The attendance of the Audit Committee is specified below: Title Name Actual frequency of attendance(B) Actual attendance rate (%) (B/A) Remark Convener WANG,MING-JHIH 8 100% Member CHEN,YONG-YAO 8 100% Member LIN,HSIU-MEI 8 100% Member KO,CHEN-EN 8 100% |
As of 2023 and as of the date of the publication of the Annual Report in 2024, the Audit Committee convened for 8 times (A). The attendance of the Audit Committee is specified below: Title Name Actual frequency of attendance(B) Actual attendance rate (%) (B/A) Remark Convener WANG,MING-JHIH 8 100% Member CHEN,YONG-YAO 8 100% Member LIN,HSIU-MEI 8 100% Member KO,CHEN-EN 8 100% |
As of 2023 and as of the date of the publication of the Annual Report in 2024, the Audit Committee convened for 8 times (A). The attendance of the Audit Committee is specified below: Title Name Actual frequency of attendance(B) Actual attendance rate (%) (B/A) Remark Convener WANG,MING-JHIH 8 100% Member CHEN,YONG-YAO 8 100% Member LIN,HSIU-MEI 8 100% Member KO,CHEN-EN 8 100% |
As of 2023 and as of the date of the publication of the Annual Report in 2024, the Audit Committee convened for 8 times (A). The attendance of the Audit Committee is specified below: Title Name Actual frequency of attendance(B) Actual attendance rate (%) (B/A) Remark Convener WANG,MING-JHIH 8 100% Member CHEN,YONG-YAO 8 100% Member LIN,HSIU-MEI 8 100% Member KO,CHEN-EN 8 100% |
As of 2023 and as of the date of the publication of the Annual Report in 2024, the Audit Committee convened for 8 times (A). The attendance of the Audit Committee is specified below: Title Name Actual frequency of attendance(B) Actual attendance rate (%) (B/A) Remark Convener WANG,MING-JHIH 8 100% Member CHEN,YONG-YAO 8 100% Member LIN,HSIU-MEI 8 100% Member KO,CHEN-EN 8 100% |
|---|---|---|---|---|---|
| Name | Actual frequency of attendance(B) |
Actual attendance rate (%) (B/A) |
Remark | ||
| WANG,MING-JHIH | 8 | 100% | |||
| CHEN,YONG-YAO | 8 | 100% | |||
| LIN,HSIU-MEI | 8 | 100% | |||
| KO,CHEN-EN | 8 | 100% |
- (2) Particulars inscribed in Article 14-5 of the Securities and Exchange Act:
| Date | Proposal | Suggestions and results |
|---|---|---|
| 17 January 2023 |
1. Recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case. 2. Amendment to Part of the Articles of this Company’s “Regulations Governing Operational Procedure of Loaning of Funds to Others” |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
~~23~~
| Date | Proposal | Suggestions and results |
|---|---|---|
| 13 March 2023 | 1. 2022 Business Report and Financial Statements 2. 2022 Earnings Distribution Case 3. Self-assessment report of internal control system for 2022 and statement of internal control system 4. Evaluation of the independence and suitability of the Company’s CPA for 2023 5. Appointment of the Corporate Governance Supervisor of the Company |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
| 8 May 2023 | 1. Financial Statements for the Q1 of 2023. 2. The Company intends to lease the land use rights in Taichung's Tanzi district from Taiwan Sugar Corporation, a non-related party 3.Recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case 4. Amendment to part of the Articles of this Company’s “Regulations Governing the Procedure of Acquisition and Disposal of Assets” |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
| 3 August 2023 | 1. Financial Statements for the Q2 of 2023 2. Recognition of past due accounts receivables as of June from subsidiaries not being classified as loaning of funds case 3. Amendment to the evaluation criteria within the Appendix “Significant Information Evaluation Checklist “ of the Company’s “Procedures for Handling Material Inside Information” |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
| 2 November 2023 |
1. Financial Statements for the first three quarters of 2023 2. Establishment of the audit plan for 2024. 3. Recognition of past due accounts receivables as of September from subsidiaries not being classified as loaning of funds case 4.Amendment to part of the Articles of the Company’s “Corporate Social Responsibility Best Practices Guidelines” 5. Amendments to the Company’s appointment and related procedures of the information security supervisor 6. Amendments to the Company’s “Rules of Procedure for Board of Directors Meetings” |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
| 17 January 2024 |
1. Recognition of past due accounts receivables as of September from subsidiaries not being classified as loaning of funds case |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
| 11 March 2024 | 1.2023 Business Report and Financial Statements 2. 2023 Earnings Distribution Case 3. Self-assessment report of internal control system for 2023 and statement of internal control system 4. Evaluation of the independence and suitability of the Company’s CPA for 2024 5.Loaning of funds to the Company’s subsidiaries. 6. List of non-assurance services anticipated to be provided by Ernst & Young Taiwan and its affiliated entities in 2024 |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
~~24~~
| Date | Proposal | Suggestions and results |
|---|---|---|
| 3 May 2024 | 1. Financial Statements for the Q1 of 2024 2. Recognition of past due accounts receivables as of March 2024 from subsidiaries not being classified as loaning of funds case |
Approved by all members of the Audit Committee present, and submitted to the Board of Directors for resolution. |
-
The recusal of an independent director from the conflict of interest, the name of the independent director, the content of the motion, the reason for the recusal and the participation in the vote should be specified: None.
-
Communication between the independent directors and the head of the internal audit and the CPAs (which should include the material matters, manner and results of communication regarding the financial and business position of the company):
-
(1) Communication with the head of the internal audit: The head of audit submits audit reports quarterly to report on audit results and business performance.
-
(2) Communication with the CPAs:
The Company's CPAs regularly report to the independent directors in advance of the first and third quarterly board meetings each year on matters relating to the audit (or review) of the current year's financial statements and other communications required by the relevant laws and regulations, and in the event of special circumstances.
| Date | Communication Highlights | Remark |
|---|---|---|
| 14 March 2023 |
1. Auditor's Responsibility for Financial Reporting / Independence / Audit scope and approach/Audit findings 2. Important updates on Accounting Standards or Interpretation Letters, Securities Act and Taxation Act |
Having been asked by the Independent Directors about the contents and relevant details of the Report and having been answered and explained by the CPAs, the Independent Directors have no other comments or recommendations |
| 1 November 2023 |
1. Auditor's Responsibility for Financial Reporting / Independence / Audit scope and approach/Audit findings 2. Important updates on Accounting Standards or Interpretation Letters, Securities Act and Taxation Act |
Having been asked by the Independent Directors about the contents and relevant details of the Report and having been answered and explained by the CPAs, the Independent Directors have no other comments or recommendations |
- (3) Summary of the communication between the Independent Directors and the Head of Internal Audit is as follows:
| is as follows: | ||
|---|---|---|
| Date | Communication Highlights | Suggestions and Findings |
| 13 March 2023 |
1. 2022 Q4 Audit Plan Implementation 2. Discussion on assessment of effectiveness of the 2022 Annual Internal Control System and theStatement of InternalControl |
Noted with no objection |
| 8 May 2023 |
2023 Q1 Audit Plan Implementation Report | Noted with no objection |
~~25~~
| Date | Communication Highlights | Suggestions and Findings |
|---|---|---|
| 3 August 2023 |
2023 Q2 Audit Plan Implementation Report | Noted with no objection |
| 2 November 2023 |
2023 Q3 Audit Plan Implementation Report | Noted with no objection |
| 11 March 2024 |
1. 2023 Q4 Audit Plan Implementation Report 2. Discussion on assessment of effectiveness of the 2023 Internal Control System and Statement of InternalControl |
Noted with no objection |
(III) Pursuit of corporate governance varied with the Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation
| Item of evaluation | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| I. Has the Company established and disclosed its Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies”? |
| The Company has established its Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies” and disclosed at MPOS |
Consistent. | |
| II. Equity structure and shareholder equity of the Company (I) Has the Company established the internal operation procedures for responding to the suggestion, queries, disputes and lawsuits of the shareholders, and implemented based the procedures? |
| (I) The Company has established a system of spokesperson and an acting spokesperson to deal with relevant matters as required. |
(I)Consistent . |
~~26~~
| Item of evaluation | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (II) Has the Company kept a list of the dominant shareholders actually controlling the Company and the list of ultimate controlling parties of these dominant shareholders? (III) Is there any control and firewall mechanisms established between the Company and its affiliates with proper execution? (IV) Has the Company instituted related internal rules and regulations for prohibiting the use of undisclosed information in the market by insiders for trading securities? |
|
(II) The Company has maintained a good relationship with its major shareholders and discloses the ultimate control list of its major shareholders and substantial shareholders on a regular basis in accordance with the law. (III) The Company has established controls in the Company's internal control system and related management practices in accordance with the law. (IV) The Company has established "Procedures for Handling Material Internal Information" to prohibit insiders from obtaining wrongful benefits from their positions in the Company. |
(II) Consistent. (III) Consistent. (IV) Consistent. |
|
| III. The organization and function of the Board (I) Has the Board established the policy of diversity, the substantive management objective, and the attainment? |
| (I) The 12th Board of Directors of the Company consists of 7 Directors, comprising 2 Executive Directors, 4 Independent Directors and 1 Non-Executive Director. The members have extensive experience and expertise in the fields of finance, business and management, with diverse backgrounds. The Company also places emphasis on gender equality in the composition of the Board which currently consists of seven directors, including three female directors. |
(I)Consistent . |
~~27~~
| Item of evaluation | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (II)The Company has established the Remuneration Committee and Auditing Committee as required by law. Will the Company establish other functional committees on a voluntary basis? (III)Has the Company established the regulations governing the evaluation of Board performance and the method of evaluation, and conduct annual evaluation at regular intervals, report the result of evaluation to the Board, and taken as the reference for the remuneration to individual Directors and the nomination for another term of office? |
|
(II) The Company have established the Remuneration Committee and Audit Committee. Other types of functional committee will be assessed whether it is necessary in the future. (III) The method of assessing the performance of the Board and how it is assessed: 1. On 7 May 2020, the Company's Board of Directors approved the "Board Performance Evaluation Method", which requires the implementation of an internal board performance evaluation at least once a year. 2. The evaluation was conducted by means of an internal questionnaire, and was based on two components: "Board Operations" and "Directors' Participation", with the directors assessing the Board's operations and the directors assessing their own participation. The results of the above performance evaluation will be used as a reference in the selection or nomination of directors. Once all the questionnaires are collected each year, the Company analyses them in accordance with the previous method and presents the results to the Board of Directors along with suggestions for subsequent improvements. The Board's performance evaluation items include: (1) Level of participation in the company’s operation (2)Improve the quality of decision making of the board (3) Organization and structure of the Board (4) Election of Directors and Continuing Education (5)Internal control. The evaluation of the performance of the members of the Board should cover at least the following matters: (1) Awareness of the company and responsibilities (2) Level of participation in the company’s operation (3) Directors' Professional and Continuing Education (4)Internal control. 3. The Company completed a performance evaluation of the Board and Board members in January 2024 and |
(II) No material difference. (III)Consistent . |
~~28~~
| Item of evaluation | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (IV) Has the Company assessed the independence of the CPAs at regular intervals? (V) Has the company had a succession plan for board members and key management personnel and the operation conditions? |
|
the results of the evaluation for 2023 indicated that the Board was generally functioning well. The results of the assessment were presented to the Board on 14 March 2024. Please refer to (I) Functions of the Board of IV Pursuits of Corporate Governance for the results of the assessment. (IV) The Company assesses once a year. The Board of Directors approved the assessment at the meeting on 14 March 2024, in accordance with the assessment procedures, that the independence of the CPAs for 2023 meets the requirements. The assessment of independence of the CPAs is described as follows: 1. Obtain a statement of independence from the accounting firm and background information of the CPAs to develop an assessment form for the assessment. 2. The evaluation was conducted with reference to Article 47 of the Certified Public Accountants Act and The Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No.10 “Integrity, Objectivity and Independence”, and included checking whether the CPA has an interest, dual identity in the Company, or is a director, a shareholder or is paid by the Company. The Company has confirmed that the CPA has no financial interest or business relationship with the Company other than the professional fees for assurance service and tax audit service, and the rotation of the accountant has been conducted in accordance with the relevant regulations. (V) Succession planning and its operation: 1.Succession planning and operation of Board members (1) Currently, there are seven directors (including four independent directors), each with diverse backgrounds in business, law, finance and accounting, or management expertise required for company operations. In the future, the Company will continue to strengthen the board structure. (2) For the succession planning for the Board of Directors,theCompanyconducts succession |
(IV) Consistent. (V) No material difference. |
~~29~~
| Item of evaluation | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| planning for Directors by considering, 1 suitable candidate recommended by the existing directors, 2 directors recommended by shareholders, 3 The results of the Board's performance evaluation used as a reference for the nomination of Directors for reappointment. In addition, there are currently a number of senior managers within the Group who have the necessary management and professional skills to serve as Directors, and the Company will also seek external expertise to prepare for the succession planning of Directors; Independent directors are required by law to have working experience in business, law, finance, accounting or the business of the Company, and the Company will appoint independent directors as required by law to further the function of corporate governance. 2. Succession planning and operation of key management personnel (1) In planning for the succession of key management personnel, it is important that they possess a high degree of executive ability, correct values, integrity and honesty, and are committed to achieving the three key objectives of employee satisfaction, customer satisfaction and shareholder satisfaction. (2) The Company organizes internal and external training courses from time to time to nurture key management and their agents. The training covers not only professional training, but also the development of judgment, management skills and problem-solving abilities to enhance the quality of management decisions and to prepare the Company's high-quality manpower for long-term development. |
||||
| IV. Has the Company appointed competent and appropriate number of personnel to perform the function of corporate governance, and a designated Corporate Governance Officer charged with corporate governance and related affairs (including but not limited to |
| The Company has set up corporate governance supervisor to corporate with president's office to dedicated to corporate governance related matters. |
No material difference. |
~~30~~
| Item of evaluation | Thepursuit | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary Explanation | |||||
| supplying the Directors with information required for their performance of duties, assistance to the Directors in law and compliance, administrative affairs pertinent to the convention of the Board and the Shareholders Meeting, keeping minutes of meeting on record for the convention of the Board and the Shareholders Meeting)? |
|||||||
| V. Has the Company established channels for communications with stakeholders (including but not limited to shareholders, employees, customers and suppliers), and set up a section for stakeholders on its official website with proper response to stakeholders on issues of corporate social responsibility for their concern? |
| No material difference. |
|||||
| Stakeholder s |
Issues of Concern |
Contact Details | Corresponden ce |
||||
| Employee | Employees’ welfare Employees’ performance Evaluation and promotion mechanism Labor- management relationship Occupational safety and health |
Announce through internal website or e- Welfare committee Convene a meeting regularly or irregularly Management department – Supervisor Liao e-mail: leemjkwnlonr@ mail.toty.com.tw |
Formulate related management regulations Regular fire drill Regular employees health check and consult with doctors Annual trip and employees gathering meal |
||||
| Shareholder | Corporate governance Sustainable development strategy Shareholders’ participation Operational |
Disclose important information timely through media, Company’s website or Market |
Announce material information and announcemen t by laws Convene shareholders’ |
~~31~~
| Item of evaluation | Thepursuit | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary Explanation | |||||
| performance | Observation Post System Establish an investor relations contact for bilateral communication Convene the shareholders’ meeting Stock department/Man ager Chang e-mail: [email protected] w |
meeting annually and regularly and publish annual report Hold institutional investor conference annually and irregularly |
|||||
| Customer | Corporate governance Service quality Customers’ satisfaction |
Publishment of press release irregularly through media or Company’s website Establish customers’ complaint hotline and e- Convene a meeting regularly or irregularly Business department - Manager Chang e-mail: weber.chang@to ty.com.tw |
Announce every business information on the Company’s website The products passed several certification (such as ISO 9001:86) to ensure technology and quality Formulate related management regulations |
~~32~~
| Item of evaluation | Thepursuit | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary Explanation | |||||
| Supplier | Suppliers’ evaluation and management Green procurement Information transparency Anti- corruption |
Establish suppliers’ complaint hotline and e- Convene a meeting regularly or irregularly Procurement office – Vice manager Lin e-mail: [email protected] m.tw |
Formulate suppliers management regulations Conduct an annual supplier evaluation Supplier contract |
||||
| Government | Economic performance Product and service labeling Compliance with product, environment, and social regulations Labor relationship Emission |
Company’s website or Market Observation Post System Official document communication Convene a meeting regularly or irregularly External communication box Finance department – Manager Chang [email protected] m.tw Business department – Manager Chang |
Formulate related management regulations and comply with laws |
~~33~~
| Item of evaluation | Thepursuit | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary Explanation | |||||
| weber.chang @toty.com.t w Management department – Supervisor Liao leemjkwnlonr@ mail.toty.com.tw |
|||||||
| Community | Greenhouse gas emission Wastewater and wastes |
Company’s website or Market Observation Post System Convene a meeting regularly or irregularly Management department – Supervisor Liao leemjkwnlonr@ mail.toty.com.tw |
Implement waste water and waste reduction management through design and manufacturin g process changes |
||||
| Bank | Economic performance |
Company’s website or Market Observation Post System Convene a meeting regularly or irregularly External communication box Finance department – Manager Chang [email protected] |
Announce every business information on the Company’s website |
~~34~~
| Item of evaluation | Thepursuit | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary Explanation | |||||
| w | |||||||
| VI. Has the Company commissioned a professional investor service agent to handle matters pertinent to the Shareholders’Meeting? |
| The Company has appointed the agency department of Taishin Securities Co., Ltd. to act on its behalf in all matters relating to the Company's shareholding. |
Consistent. | ||||
| VII. Transparency of information (I) Has the Company established a website for the disclosure of information on the financial position and business of the Company? (II) Has the Company adopted other means of information disclosure (such as the installation of website in the English language, appointment of designated person to collect and disclose information for the Company, proper pursuit of the system of spokesman, and the upload the record on the entire process of institutional investors conferences to the Company website)? |
|
(I) The Company discloses information on financial position, business and corporate governance at regular intervals as required and from time to time where necessary at the official website of the Company (http://www.toty.com.tw); Investors can also make inquiries via the Market Observation Post System. (II) A spokesperson system is in place for the collection and disclosure of corporate information. The company is regularly invited by securities firms to hold a institutional investors’ conference every year. |
(I)No material difference. (II) No material differenc e. |
~~35~~
| Item of evaluation | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (III) Has the Company disclosed and declared its annual financial reports within 2 months after the end of the fiscal year, and declares its financial reports in Q1, Q2, and Q3, and the monthly business reports before respective deadlines at regular intervals? |
| (III)The Company announces and reports on its financial statements and operations for each month within the deadlines set out in the List of Matters Required to Be Handled by Issuers of Listed Securities. |
(III)No material differenc e. |
|
| VIII.Is there any important information that helps to understand the pursuit of corporate governance of the Company (including but not limited to employee rights, employee care, investor relation, supplier relation, stakeholder right, continuing education of the Directors, risk management policy and risk assessment standard in action, customer policy in action, taking professional liability insurance for the protection of the Directors)? |
| (I) In addition to complying with the Labor Standards Act and related laws, the Company has established an employee welfare committee to provide various subsidies and activities for employees' rights and benefits. The company maintains good interaction with our suppliers, customers, financial institutions and shareholders, and we follow the internal control and management system established by the Company and fulfill our corporate responsibility to society in accordance with the relevant laws and regulations. (II)Under the consensus of all staff, the company operates on the principle of honesty and integrity, with a firm approach and pragmatic requirements, and aims to continuously improve quality and customer satisfaction in order to pursue excellence in quality and service. (III)The Company and its directors are committed to the spirit of “Take from society give back to society.”. In addition to donating money to the community from time to time, the Company also actively participates in various community activities. (IV) The Company has taken out liability insurance for all directors and supervisors in the total amount of US$1,000,000 underwritten by The First Insurance Co., Ltd., as reported to the Board of Directors at their meeting on 6 May 2024, and as disclosed on the MOPS. |
No material difference. |
~~36~~
| Item of evaluation | Thepursuit | Thepursuit | Variation from Corporate Governance Best Practice Principles for TWSE Listed and TPEx Listed Companies, and the reason for the variation |
|
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| IX.Explain the corrective action taken in response to the evaluation result released by the Corporate Governance Center of Taiwan Stock Exchange Corporation in the previous period, and special attention and additional effort on issues that needed to be addressed to at top priority. (Not required for companies not included in the assessment) |
1. There were eight completed improvements in 2022 and scored after an evaluation. 2. Six improvements were made in relation to matters such as the establishment of an audit committee following the 2022 Board re-election. 3. The score of the Company's corporate governance evaluation for 2022 has improved from 29 to 54, indicating significant progress in the Company's corporate governance. 4. Improvements to the company's website. The company has currently contracted for implementation and will improve 14 related disclosures and announcements upon completion. 5. In line with the authorities' Corporate Governance 3.0 timeline, there will be five things to be executed which are annual reports, financial reports, material information and shareholders' meeting manuals and notices of meetings in English in 2023 and 2024. |
No material difference. |
(IV) Where a company has a remuneration committee, it should disclose its organization and operation:
The purpose of the Remuneration Committee is to assist the Board in the implementation and evaluation of the Company's overall remuneration and welfare policies and the remuneration of managers. On 29 November 2011, the Company established a Remuneration Committee and appointed four members, all four of whom are members with voting rights.
~~37~~
| 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | 1.Information on members of Remuneration Committee | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Identity (Note 1) |
Condition Name |
Work experience of at least five years and the following professional qualifications |
Conformity with independence (Note 2) | Number of members of remuneratio n committees of other public companies |
Rematk | |||||||||||||
| Lecturer or above in business, law, finance, accounting or related disciplines required for corporate business in public or private tertiary institutions |
Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed national examinations necessary for the business of the company |
Experience in commercial, legal, financial, accounting or relevant experience required for corporate business |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||||
| Independent Director |
CHEN, YONG-YAO |
Yes | --- | Yes | | | | | | | | | | | None | --- | ||
| Independent Director |
LIN, HSIU- MEI |
--- | --- | Yes | | | | | | | | | | | None | --- | ||
| Independent Director |
KO, CHEN- EN |
--- | --- | Yes | | | | | | | | | | | None | --- | ||
| Independent Director |
WANG, MING-JHIH |
Yes | --- | Yes | | | | | | | | | | | None | --- | ||
| ~~38~~ Note 1: Please state whether the identity is a director, independent director or other Note 2: For each member who has fulfilled each of the following criteria during the two years prior to and during the term of office, please tick "" in the box below each criteria code (1) Persons not employed by the Company or its affiliates. (2) A director or supervisor who is not a director or supervisor of the company or its affiliates (except where the company and its parent company, subsidiary or subsidiary of the same parent company are serving concurrently as independent directors in accordance with this Act or the laws of the country in which they are established). (3) A natural person shareholder who does not hold more than 1% of the total number of issued shares or the top 10 shareholdings in the name of himself/herself, his/her spouse, minor children or in the name of another person. (4) A spouse, a relative within the second degree of consanguinity or a relative within the third degree of consanguinity of a person other than a manager listed in (1) or a person listed in (2) or (3). (5) A director, supervisor or employee of a corporate shareholder who does not directly hold more than 5% of the total number of issued shares of the company, or who is one of the top five holders of shares or who has appointed a representative to act as a director or supervisor of the company in accordance with Article 27 (1) or (2) of the Companies Act (except where the company and its parent company, subsidiary or subsidiary of the same parent company are serving concurrently as independent directors in accordance with this Act or the laws of the country in which they are established) (6) A director, supervisor or employee of another company who is not controlled by the same person as more than half of the directorships or voting shares of the company. (except where the company and its parent company, subsidiary or subsidiary of the same parent company are serving concurrently as independent directors in accordance with this Act or the laws of the country in which they are established) (7) A director (council member), supervisor (supervisor) or employee of another company or organization who is not the same person as or the spouse of the chairman, president or equivalent of the company. (except where the company and its parent company, subsidiary or subsidiary of the same parent company are serving concurrently as independent directors in accordance with this Act or the laws of the country in which they are established) (8) A director (council member), supervisor (supervisor), manager or shareholder holding more than 5% of the shares of a particular company or organization that does not have financial or business dealings with the Company (except where a particular company orinstitution holds more than 20% but not more than 50% of the total number of issued shares of the company, and where the company |
~~38~~
and its parent company, subsidiary or subsidiary of the same parent company serve concurrently as independent directors in accordance with this Law or the laws of the country in which they are established )
(9) Professionals, sole proprietors, partners, directors (council members), supervisors (supervisors), managers, and their spouses who do not provide audit or remuneration for the company or its affiliates for business, legal, financial, accounting, or other related services that have not exceeded NT$500,000 in the last two years. Except for members of the Remuneration Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions, who perform their duties and responsibilities in accordance with the Securities and Exchange Act or the relevant laws and regulations of the Business Mergers and Acquisitions Act.
(10) In the absence of any of the circumstances set out in Article 30 of the Company Act
-
Information on the operation of the Remuneration Committee
-
(1) The Remuneration Committee of the Company consists of 4 members.
-
(2) Term of office of current members: From 27 June 2022 to 26 June 2025, the committee convened for 7 times (A) in 2023. The eligibility of the members and attendance to committee sessions of the members are specified below:
| Title | Name | Actual frequency of attendance (B) |
Frequency of attendance by proxy |
Actual attendance rate (%) (B/A) (Note) |
Remark |
|---|---|---|---|---|---|
| Convener | CHEN, YONG- YAO |
7 | - | 100 | |
| Member | LIN, HSIU- MEI |
7 | - | 100 | |
| Member | KO, CHEN- EN |
7 | - | 100 | |
| Member | WANG, MING- JHIH |
7 | - | 100 | |
| Additional information: I. If the Board turned down or revised the recommendation of the Remuneration Committee, specify the date, session of the Board, the content of the motion, the resolution of the Board and the response of the Company to the opinions of the Remuneration Committee (if the resolution on remuneration passed by the Board is senior to the recommendation of the Remuneration Committee, explain the difference and the reason): None. II. If there is any adverse opinion or qualified opinion on record or in written declaration on the resolutions of the Remuneration Committee, specify the date, session of the committee meeting, content of the motion, opinions of all members and response to the opinions of the members: None. |
-
Note: (1) If specific member elected to resign within the fiscal year, put down the date of relief from office in the remark column. The actual attendance (as observer) rate (%) will be calculated on the basis the actual frequency of attendance (as observer) to the session of the Remuneration Committee and the frequency of the convention of the Remuneration Committee while the Director is still in office.
-
(2) If an election of Directors has been held to fill the vacancy before the end of the fiscal year, put down the names of the newly elected members and the members of the previous term, and noted as new to office or reelected to office, and the date of the election. The actual attendance (as observer) rate (%) will be calculated basis the actual frequency of attendance (as observer) to the session of the Remuneration Committee and the frequency of the convention of the Remuneration Committee while the member is still in office.
-
(3) Terms of Reference of the Remuneration Committee:
-
A. Regularly review and propose amendments to the Remuneration Committee's constitution and procedures.
-
B. To establish and regularly review policies, systems, standards and structures for the evaluation of the performance and remuneration of directors and managers.
-
C. Regularly assess and determine the remuneration of directors and managers
-
~~39~~
(4) Date of the sessions, content of the motions, resolutions and the response of the Company to the opinions of the Remuneration Committee:
| Date of the session | Content of the motions and follow-up action |
Response of the Company to the opinions of the RemunerationCommittee |
|---|---|---|
| 17 January 2023 The 5th Remuneration Committee The 3rd Session |
Approved the payment of the Company's year-end bonus for 2022 |
Submitted to the Board of Directors for discussion of the matter and approved by all Directorspresent. |
| 13 March 2023 The 5th Remuneration Committee The 4th Session |
Approved the 2022 remuneration distribution for employees and directors and supervisors |
Submitted to the Board of Directors for discussion of the matter and approved by all Directorspresent. |
| 30 May 2023 The 5th Remuneration Committee The 5th Session |
Approve the proposed allocation of directors' and supervisors' remuneration and employees' remuneration to managers for 2021 |
Submitted to the Board of Directors for discussion of the matter and approved by all Directors present. |
| 3 August 2023 The 5th Remuneration Committee The 6th Session |
Approve the proposed allocation of directors' and supervisors' remuneration and employees' remuneration to managers for 2021 |
Submitted to the Board of Directors for discussion of the matter and approved by all Directors present. |
| 2 November 2023 The 5th Remuneration Committee The 7th Session |
Approved the review on the establishment of the Company's “Regulations of Reward and Punishment Management” |
Submitted to the Board of Directors for discussion of the matter and approved by all Directors present. |
| 17 January 2024 The 5th Remuneration Committee The 8th Session |
Approved the payment of the Company's year-end bonus for 2023 |
Submitted to the Board of Directors for discussion of the matter and approved by all Directorspresent. |
| 11 March 2024 The 5th Remuneration Committee The 9th Session |
Approved the 2023 remuneration distribution for employees and directors and supervisors |
Submitted to the Board of Directors for discussion of the matter and approved by all Directorspresent. |
(V) Differences between Company policy and Corporate Social Responsibility Best Practice Principles for TWSE/ GTSM Listed Companies and reasons for differences
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| I. Does the company conduct risk assessments on environmental, social and corporate governance issues related to company operations in accordance with the principle of materiality, and |
| The Company has conducted risk assessments on environmental, social and corporate governance issues related to company operations in accordance with the principle of materiality, and the company's "Risk Management Measures", and formulated countermeasures and plans for the implementation of the identified risks. On 22 January 2023, the Company reported to the Board of Directors on the operation of corporate social responsibility matters such as sustainable environment and risk management. The risks identified by our company and countermeasures are as follows: |
(I) Consistent |
~~40~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| formulate relevant risk management policies or strategies? |
I. Environmental issues: 1. Climate change: Continue to implement energy conservation and carbon reduction actions and strictly comply with local regulations. Improve energy efficiency and recycling rate through equipment replacement and rigorous production environment management to reduce a negative impact on the environment. In response to the gradual development of laws and regulations towards greening, energy saving and carbon reduction, the difficulty of legal compliance has increased. 2. Water resource management: (1) Promote energy-saving and water-saving improvement projects to reduce energy consumption and water costs. (2) The production line is processed by the recycling of wastewater, to achieve the best use of water resources. If the situation of water leakage occurs in the office, ask the public works unit to deal with it right away. (3) Set up wastewater treatment equipment, monitor and analyze the discharge water to comply with environmental regulations and standards 3. Carbon emission management: (1) Conduct carbon footprint inventory on time. Set up energy consumption reduction targets and develop effective carbon reduction improvement plans. (2) Prioritize the production of new machines and schedule the production of machines with higher efficiency before using the older ones to reduce the consumption of electricity. Newly purchased machines are given priority to have energy-saving frequency conversion modules installed and the old ones will also be installed gradually. (3) The heavy oil fuel produced by die-casting is fully converted into natural gas. The product assembly plant transports the finished product to the shipping warehouse. Replacing the transportation of stackers with automatic conveyor belts, and replacing electric stackers with diesel stackers to reduce air pollution. 4. Air pollution management: (1) Purchase of wet scrubber and active carbon adsorption equipment to filtrate particulate matter and absorb volatile gases, further improving the stability of waste treatment efficiency. (2) Implement inspection and maintenance work to make all equipment performs at its best. (3) Entrust an external unit to inspect the working environment every year, including noise and chemical substances to maintain the safety and health of employees' working environment. 5. Waste management: (1) Committed to reducing waste at source, process waste reduction and recycling. (2) Enforcement of waste removal and dealing with the qualification review and management of manufacturers in accordance with the law to reduce environmental impact by ensuring waste is properly handled. |
~~41~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| II. Social issues: 1. Human rights protection: (1) Comply with international human rights norms and labor laws in locations where global operations are located in accordance with human rights policy. Dedicate to creating an equal employment work environment without discrimination and harassment. (2) Respect personal privacy, set up diverse labor-management communication channels and complaint mechanisms to guarantee the rights of employees. 2. Workplace Safety and Health: (1) Perform audits and corrective actions in accordance with safety and health standards policy. Consistently reduce the negative impact on the environment. Dedicated to preventing pollution, reducing VOCs on site, minimizing noise disturbance, monitoring other indicators and strive to achieve the indicators. (2) Employee workplace management of hazard identification and risk assessment and carry out relevant measures and emergency response drills to lower the occupational risk of employees. (3) Take care of employee’s diet, nutrition and health. Holding related courses and activities. 3. Epidemic and infectious diseases: (1) Improve various epidemic prevention measures, including the control of entering and leaving the factory, disinfection of the factory, handling abnormalities, employee health check, self-monitoring, epidemic notification, medical transport to hospital mechanism, and storage of epidemic prevention materials. (2) Establish and implement agent mechanisms and continuous training of personnel at all levels to ensure backup manpower. (3) Keep abreast of the epidemic situation of suppliers, third-party factories and investment companies 4. Product responsibility: (1) Introduced ISO9001 quality management system and environmental management system certification. After that, the company continued to obtain ISO9001 quality management system certification through the evaluation of external audit units every year. (2) The company conducts pre-planning. evaluation, implementation, operation, post-event audits and corrective actions through the management system to consistently improve the quality of products. To share the risk, contact insurance companies to apply for product liability insurance every year. 5. Information security: (1) Formulate "Information Security Management Measures" to provide appropriate protection measures for information assets to ensure their confidentiality. |
~~42~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| (2) Assess and review information security strategies regularly to ensure that the company's business can continue to operate. (3) Through irregular information security publicity to enhance the company personnel's awareness of information security. (4) Ask company personnel not to use unauthorized software. III. Corporate governance: 1. Professional ethics: Facilitate various ethical behavior regulations to establish good corporate governance and risk management mechanism, which refers to assessing the risk of dishonest conduct, and facilitate relevant preventive measures to implement policies to promote integrity management. 2. Legal compliance: (1) Facilitate various internal rules and regulations to clarify the operating specifications. Implement internal control and establish whistleblower mechanisms to ensure business operations and employees comply with laws and regulations. (2) Stay up to date with the changes in regulations. Irregularly send staff to participate in publicity meetings, courses, etc. organized by government agencies. Provide education training and regulatory identification to ensure meet the requirement of the decree. 3. Strategic operation: Aim for continuous operation, consistently develop high-value products and maintain amiable supply-demand relationships with customers and suppliers. Continue to work on quality improvement and enhance competitiveness to reduce operation risk. |
||||
| II. Has the Company built up a governance framework for the advocacy of sustainable development, and established a full-time (part-time) body for the advocacy of sustainable development led by a senior officer at the authorization of the Board and under the supervision of the Board? |
| The Company's "Corporate Social Responsibility Practice Code " was approved by the board of directors on 4 November 2021. The management department is the part-time unit to promote corporate social responsibility and it is still committed to the implementation of corporate social responsibility. |
Consistent | |
| III. Environmental Issues (I) Has the Company established appropriate environmental management system by nature of its industry? |
| (I) Through the "Safety and Hygiene Code of Practice" formulatedby the company, the company conducts pre- planning andevaluation, implementation and operation, and implements auditand corrective measures afterward to continuously improve theimpact on the environment. At the same time, formulateenvironmental policies such as compliance with environmentalprotection regulations, |
(I) Consistent |
~~43~~
| Items Evaluated | Status | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|---|
| Yes | No | Brief Explanation | |||
| (II) Has the Company made efforts to upgrade energy efficiency and use regenerated materials for mitigating the impact on the environment? (III) Has the Company assessed the potential risk and opportunity to the enterprise brought about by climate change, and taken appropriate measures in responding to climate change issues? |
|
commitment to pollution prevention andcontinuous improvement, and promote environmental managementimprovement plans. And establish indicators that are in compliancewith environmental protection regulations, such as reduction of onsite oil fumes, noise reduction, etc. to be monitored at any time andstrive to achieve these indicators. (II) The company is committed to reducing the source of waste, reducing waste during the manufacturing process and recycling. Execute the qualification review and management of waste removal and disposal manufacturers in accordance with the law. Ensure that waste is properly disposed of and reduce the impact on the environment. Making the best use of water resources through wastewater treatment and recycling in the production line. To achieve the goal of garbage reduction, we encourage our staff to participate in recycling, including plastic, waste paper, glasses, etc. (III) 1. In accordance with the framework provided by the Task Force on Climate-related Financial Disclosures (TCFD) issued by the Financial Stability Board (FSB), the Company has identified the risks, opportunities, and potential financial impacts of climate change as follows: |
(II) Consistent (III) Consistent |
||
| Level | Execution Explanation | ||||
| Governa nce |
The board of directors is the highest supervisory authority for matters concerning climate change risks and opportunities. It holds the responsibility of approving, reviewing, and overseeing risk strategies and policies. Furthermore, it guides the company in exploring new business opportunities related to climate change. The board of directors has established the “Sustainable Development Management Committee”, chaired by the president, to comprehensively promote corporate sustainability. The committee convenes meetings at least once a year and reports progress to the board of directors. Its responsibilities encompass corporate governance, environmental sustainability, green partnerships, customer relations, employee relations, and social care. Department heads identify sustainability issues of concern, including risks involving operations, finance, environment, hazardous events, and climate change. They formulate action plans and establish continuous improvementplans. |
~~44~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
|||
|---|---|---|---|---|---|
| Yes | No | Brief Explanation | |||
| Strategy | Department heads assess the risks and opportunities that climate change may bring, such as regulatory policy risks related to greenhouse gas reduction and emission reporting obligations, or policies such as carbon taxes and fees. They evaluate the impact on the company's operations and finances based on the time of occurrence and the degree of impact. Additionally, they actively monitor opportunities arising from greenhouse gas emissions for products. When designing products, they consider the environmental impacts and aim to reduce carbon emissions at each stage. Furthermore, they continuously improve energy efficiency in company operations and consider building solar power stations in available factory spaces to enhance renewable energyutilization. |
||||
| Risk Manage ment |
Chang Type’s board of directors has approved the “Risk Management Measures”, whereby each business unit with responsibilities should identify changes in risks related to operations, finance, environment, hazardous events, and climate change. They should also formulate risk management policies and execute board risk decisions. Adopting the framework provided by the Task Force on Climate-related Financial Disclosures (TCFD), the company analyzes the potential risks and opportunities of climate change to its operations and their impact on finances. Furthermore, they prioritize and review countermeasure plans based on the time of occurrence and the intensity of impact. The risk management department reports to the board of directors annually, presenting updates on the company's transformation and changes in physical risks, along with evaluation results, enabling the Board to stay informed. This allows board members to enhance their international awareness of trends in international climate change governance and grasp key opportunities for the development of a low-carbon economy. |
||||
| Indicator and Target |
Establishing goals for greenhouse gas management, water resource management, energy management, and product development to build sustainable business capabilities for the enterprise. |
||||
| 2.Climate change has caused a serious impact on the global |
~~45~~
| Items Evaluated | Status | Status | Status | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|---|---|---|
| Yes | No | Brief Explanation | |||||
| environment and social economic system. In recent years, there have been wildfires, floods and storms all over the world, causing many casualties, displacement and huge economic losses. Under the trend of global climate change, rising temperatures will expose many people to the threat of infectious diseases such as malaria and dengue fever. Extreme heat and air pollution are putting people in the cities at risk. In response to the impact of climate change on business operations and the disclosure of information that specifically presents climate change. Each department of the company conducts business inventory and risk identification for climate change, including direct or indirect impacts due to extreme weather. Analyze the risks and opportunities of the company's operating activities due to the transformational impact of regulations, technologies or market demands, as well as other human and social aspects. Make a risk management strategy plan based on the analysis results as the core of climate change action to estimate management costs and financial impact. Through the data collected above, strengthen the company's climate change governance and systematically assess financial linkages to reduce risks and seize opportunities. Risk Category Identificatio n of climatechan ge risk Identification on climate change opportunity Possible business development for the company's operation Power Source Reward and punishment policy Replace the old and high- energy- consuming equipment. The company's production process needs to consume a lot of electricity; therefore we are planning to promote solar power in recent years. At that time, the company will use solar power to reduce carbon emissions. Products and Services Low-carbon products and services Evaluate the electricity of introducing green power generation by Both the company and European and American customers take the harm to the |
|||||||
| Risk Category |
Identificatio n of climatechan ge risk |
Identification on climate change opportunity |
Possible business development for the company's operation |
||||
| Power Source |
Reward and punishment policy |
Replace the old and high- energy- consuming equipment. |
The company's production process needs to consume a lot of electricity; therefore we are planning to promote solar power in recent years. At that time, the company will use solar power to reduce carbon emissions. |
||||
| Products and Services |
Low-carbon products and services |
Evaluate the electricity of introducing green power generation by |
Both the company and European and American customers take the harm to the |
~~46~~
| Items Evaluated | Status | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Brief Explanation | |||||
| (IV) Has the Company kept statistical data on the greenhouse gas emission volume, water consumption capacity and weight of solid wastes in the past two years, and made policies of energy saving and carbon reduction, greenhouse gas reduction, efficient use of water or the management of solid waste? |
| installing solar panels on the factory’s roof. Reduce the negative impact of energy consumption on the environment. |
environment during the production and sales process seriously. Using solar energy to protect the earth. |
(IV) Consistent |
~~47~~
==> picture [505 x 741] intentionally omitted <==
----- Start of picture text -----
Status Variation from
the Corporate
Social
Responsibility
Best Practice
Items Evaluated
Yes No Brief Explanation Principles for
TSE/ GTSM
Listed
Companies, and
the reason
I. Energy and environmental policy:
Achieve the goal of continuous operation by reducing
emissions, green purchasing, green production and eco
friendly. Reducing waste generation during the production
process, prioritizing the purchase of raw materials with the
least harm to the environment, managing energy-consuming
equipment and increasing low energy-consuming production,
and strictly disposing of the waste generated in the production
process according to the operation permit are the
implementation principle.
II. The important performance of energy, water resource and
greenhouse gas in 2023 is as follows:
Performance
Goal 2022 2023
item
The The total
energy electricity
conservat consumption 7,276,380 6,848,345
ion rate
of annual
Energy Annual
electricity
management - electricity
intensity 1,793 2,271
Electricity > 5% intensity
consumption
The energy
conservation
26.7%
rate
The gas The total LNG
conservat consumption
ion rate 628,467 688,930
of annual
natural
Annual gas
Energy gas
intensity
management - intensity 155 229
LNG > 5 %
The gas
conservation
47.6%
rate
The water The total water
conservat consumption
ion rate 34,950 47,289
of annual
water Annual water
Water intensity
intensity
resource > 5% 8.6 15.7
management
The water
conservation
82.2%
rate
The The total carbon
Greenhouse
carbon emission (in
gas reduction tons) 62,979 66,417
management rate of
----- End of picture text -----
~~48~~
==> picture [505 x 770] intentionally omitted <==
----- Start of picture text -----
Status Variation from
the Corporate
Social
Responsibility
Best Practice
Items Evaluated
Yes No Brief Explanation Principles for
TSE/ GTSM
Listed
Companies, and
the reason
annual Annual carbon
carbon intensity
15.52 22.03
intensity
> 5%
The carbon
reduction rate
42.0%
Note: Annual electricity intensity=The total electricity
consumption of the annual average revenue per million
Annual gas intensity=The total LNG consumption of the
annual average revenue per million
Annual water intensity=The total water consumption of the
annual average revenue per million
Annual carbon intensity=The total carbon emission (in
tons) of the annual average revenue per million
III. Quantitative management of energy saving and carbon
reduction
(I) Energy conservation policy
The main energy consumption of the company is mainly
electricity and liquefied natural gas. In terms of energy
saving, the electricity consumption of production unit is
reduced gradually by means of continuous monitoring
system and independent management of production units
to achieve the goal of efficient use of energy. Aim for a 5%
decrease in the annual overall electricity consumption
intensity (total electricity consumption/million NTD
revenue) and annual overall carbon intensity (total carbon
emissions/million NTD revenue) is targeted to decrease by
5%. Specific actions are as follows:
1. Update production machines and adopt the principle of
campaign production.
(1)Prioritize the production of new machines. For newly
purchased machines, the priority is to install energy-saving
frequency conversion modules. And old machines will be
updated and installed one after another. To reduce electricity
consumption, prioritize the production schedule of machines
with higher efficiency, then the older machines.
(2) To reduce air pollution, the boiler for die-casting has been
changed from fuel to gas. The production department
establishes a factory to transport the finished products to the
shipping warehouse. Replacing stacker handling with
automatic conveyor belt to reduce air pollution.Starting
from 2018, the plastic injection molding machines and air
compressors used in the factory production have been
replaced from fixed frequency to variable frequency,
resulting in energy savings.
(3) The operation of machines is mainly based on the estimated
production amount to improve utilization. Focus on high-
efficiency machine production, and reduce low-efficiency
production to reduce greenhouse gas emissions.
2. Office energy conservation policy
(1) The temperature of Indoor air conditioning is 26~28°C.
----- End of picture text -----
~~49~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| (2) Lights off after finishing lunch during lunch break. After getting off work, turns off the power of each department. (II) Using green energy in the future to reduce carbon emissions. The company deeply recognizes the importance of energy conservation and carbon reduction to the environment. Assessing the installation of solar panels to generate electricity with the existing factory roof rental. And will use solar power at that time. IV. Water resources management In response to global climate change, water supply stabilization has become a problem faced by each country. Aim for a 5% reduction in annual overall water intensity (total water use/million USD) and expect to take action to face the challenge of climate change together with companies all over the globe. Specific practices are as follows: 1. To make the best use of water resources, the production line is treated by wastewater recycling. 2. Office: If water leakage occurs, please contact the public work unit to deal with the problem. V. Environmental management The company conducts pre-planning and evaluation, implementation and operation through methods such as the “Safety and Hygiene Practice Code”. And implement post-event audits and corrective actions to continuously improve the impact on the environment afterward to consistently improve the impact on the environment. Meanwhile, committed to environmental policies such as pollution prevention and continuous improvement, and promoting environmental management improvement policies. Establish indicators that are in accordance with environmental law for monitoring the reduction of all kinds of on-site process waste, such as on-site oily smoke, and noise. Committed to waste source reduction, process waste reduction and recycling. To reduce the impact on the environment, execute the qualification review and management of waste removal and disposal manufacturers according to law to ensure that waste is properly disposed of. The wastes produced by operations are mainly process wastes and general business wastes. The recycling, clearing and disposal of wastes in each plant area are entrusted to the licensed operators. For non- recycling general business waste, the final disposal site is incinerators. For process waste, after being legitimately handled by the trustee and the final disposal site will be a landfill. Manage contractors through a contractual mechanism to monitor compliance with relevant waste regulations. No default occurred and also no leakage of oil,fuel,chemicals,orwaste. |
~~50~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| The key project of the costs of wastewater and waste treatment includes sewage treatment plant equipment maintenance and update, coagulation-sedimentation disinfectant, water quality testing, sludge removal and treatment, outsourced waste removal, etc. Specific actions are as follows: 1.Encourage employees to participate in resource recycling, including the recycling of plastics, waste paper, glass bottles and cans, to reduce waste. 2.Purchase of wet scrubber and active carbon adsorption equipment to filtrate particulate matter and absorb volatile gases, further improving the stability of waste treatment efficiency. 3.Entrust an external unit to inspect the working environment, including noise and chemical substances every year to maintain the safety and health of the working environment of employees. VI. Implementation of the policy 1. Occupational Safety and Health Management The company protects the occupational safety and health of all employees, including holding regular labor safety and health seminars, etc. Improve employees’ safety and health at work and through the "Safety and health work code" and other measures to find out the safety and health risks, further reduce the possibility of accidents by protecting the security of employees and complying with government regulation. 2. Education training The company values the functions and on-the-job training of all employees. The company provides various training courses for new employees, full-time staff, managers, etc. Consistently improve the core functions of all colleagues through internal and external training resources. 3. Health check consultation The company cares about every employee’s mental and physical health. In addition to holding a health check every two years, also provide health consultation and follow-up management after the health check to ensure the health of all employees. At the same time, advocates health promotion that provides all employees with information on activities to enhance physical and mental development and relieve stress. Holding weight loss and other activities from time to time to encourage employees to pay attention to weight management. 4. The company's products are all exported, and domestic invoices are not provided. To reduce the consumption of paper, the delivery documents to customers are sent in electronic form. 5.The company's human resources system(leave of absence, |
~~51~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| attendance, etc.) and procurement system will promote verification in electronic forms to reduce paper consumption. 6. Encourage employees to engage in garbage sorting and recycling to reduce the amount of garbage. 7.Encourage employees to use reusable containers instead of single-use plastic packaging. |
||||
| IV. Social issue (I) Does the company formulate relevant management policies and procedures in accordance with relevant regulations and international human rights conventions? (II) Does the company formulate and implements reasonable employee benefit measures (including remuneration, vacation and other benefits, etc.), and appropriately reflects the operating |
|
(I) The company supports and follows internationally recognized human rights norms and principles. Abide by local labor laws and regulations and oppose human rights violations behaviors Implementation policy: • Prohibit child labor. • Prohibit compulsory labor. • Prohibit mandatory measures, such as sexual harassment, corporal punishment, bullying, etc. • Oppose discrimination and ensure equal job opportunities. • Provide a safe and healthy work environment. • Assist employees in staying a healthy mental and physical status and strike a balance between work and life. Relevant actions: • Provide different security training to different employees, such as fire training, emergency response training, safety and health education and training, etc. • Recruitment does not discriminate in any form. • Child labor under the age of 15 has been excluded from the selection of candidates and there is no employed child labor. • No identification documents will be withheld for personnel reporting. There is no need to pay any fees in advance. • Hold labor-management meetings and production meetings regularly to fully implement labor consultation. • Implement workplace bullying prevention campaigns to help employees understand and prevent workplace bullying, creating a friendly working environment. • Establish sexual harassment prevention measures, and grievance procedures and will be publicly disclosed • Hold recreational activities that extend to family members, such as dinner activities, colleagues' travel, etc. • Promote colleagues to assist in proposals to prevent or solve the related reasons that affect one’s personal job performance, such as adaptation to work, relationships, health concerns, etc. (II) Employee remuneration and benefits are in accordance with the company's management regulations for ensuring employees’ basic rights and recruitment policy are no differences, including basic salaries, and festival bonuses for at least one month. And will be rewarded according to the company's operating performance and personal performance appraisal bonus and employee travel subsidies, etc. Hold group activities, such as staff travel, barbecue or hiking every year. |
(I) Consistent (II) Consistent |
~~52~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| performance or achievements on employee remuneration? (III) Does the company provide employees with a safe and healthy working environment and conduct regular safety and health education for employees? (IV) Does the company establish an effective career development training program for employees? (V) For customer health and safety, customer privacy, marketing and labelling of products and services, does the company follow relevant regulations and international standards, and formulate relevant consumer protection policies and grievance procedures? |
|
(III) The company provides necessary health and first aid facilities for employees. Implement safety and health education from time to time, and provide warning labels to the environment of safety concerns. Committed to reducing elements that might harm employees’ safety and health to prevent work accidents. (IV) The company regularly organizes education and training programs, including pre-employment training, and on-the- job training and assigns appropriate employees to participate in the knowledge and skills courses required for the job. (V) 1. Products and services: The company values the health and safety of customers, and strictly and carefully checks every stage of products, such as design and manufacturing. It also provides product after-sales service warranty that meets local regulated years. Continue to develop safe and user-friendly products and improve the manufacturing process in accordance with environmental trends and protect the health of customers. 2. Customer privacy: (1) The company establishes an information security policy, continuously strengthens the concept of information security protection, updates computer information management methods from time to time and invites information security companies for inspection and make sure weaknesses of websites and systems are being found in a timely manner to maintain the information security and customer privacy. Introduced FortiClient and ESET respectively as firewall and anti-virus information security protection, strengthen the endpoint security of personal computer and protect personal computers from being attacked by hackers. Please keep the mail intact to ensure that all internal and external mails are kept intact. Enhance the information security project and introduce the secure email system to strengthen email protection and security. (2) The intellectual property and business secrets of brand OEM customers are protected through the establishment of a document management center to encrypt and protect the data with file encryption software according to the level of confidentiality. Data management and authority |
(III) Consistent (IV) Consistent (V)Consistent |
~~53~~
| Items Evaluated | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
||
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| (VI) Does the company establish a supplier management policy that requires suppliers to follow relevant norms on issues such as environmental protection, occupational safety and health, or labor rights,andwhat is the |
| controlled by specific personnel and minimize the risk of information leakage. Regulate USB to avoid the risk of employee personal privacy or company secrets being leaked. 3. Marketing and Labeling: (1) In addition to providing customer brand OEM manufacturing, the company has its own brands Delta, SHOPMASTER, HOMECRAFT. According to the characteristics of each brand, promote it to various markets with an overall marketing strategy. You can have a basic understanding of the product if you can recognize the labels and through these labels understand the company's product characteristics. (2) All the products acquired the certification from the safety testing and identification agency specifications of the customer or sales area, such as Underwriter Laboratories Inc., Canadian Standards Association and Conformity European and attach warning labels, model nameplates, ON-OFF labels, UL/CSA or CE certification labels on the products. The outer packaging box is marked in compliance with the relevant regulations of environment, society and safety use and provide detailed instruction in local languages inside the packaging box. 4. Customer complaint handling mechanism (1) Headquarters’ customer service phone number and EMAIL is provided on the company's official website - customer support area; The website of the US subsidiary provides customer service and the EMAIL and telephone number of the outsourced maintenance station. In the United States, the company’s principal market, the subsidiaries set up customer service personnel to provide consultation and assistance to solve common product questions and rights consultation channels. (2) Follow local customer protection policies and accept customer dissatisfaction returns for any reason. (3) The company takes customer feedback seriously. The analytical format of the report is written in 8D steps. Fully communicate the report content with customers and horizontally expand effective countermeasures to other varieties with similar structures. "Avoiding the recurrence of similar defects" is the important goal of handling customer complaints. (VI) Under the premise of ensuring product quality. Acquire raw materials by means of using non-toxic and harmless raw materials, localized procurement, no child labor, no violation of basic human rights, environmental protection, occupational safety and health act. Prioritize the procurement of raw materials with low impact on the environment to achieve the purpose of protecting the environment and product safety. The Company stipulates in the "procurement procedure", supplier evaluation and supplier contract that the material shall notviolategreen environmental regulations,such as |
(VI)Consistent |
~~54~~
| Items Evaluated | Status | Status | Status | Variation from the Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies, and the reason |
|---|---|---|---|---|
| Yes | No | Brief Explanation | ||
| implement status? | containing ROHS、REACH、WEEE. Require third-party manufacturers to declare and agree to ensure that all materials and material supply chains have been reasonably checked for violations of basic human rights, environmental protection, occupational safety and health act and Included in the "third- party production contract". The Company also regularly implements supplier evaluation and regularly and irregularly holds meetings with suppliers for evaluation. Concerned about whether suppliers have a record of affecting the environment and social responsibility and work together to implement corporate social responsibility,and found no abnormal situation. |
|||
| V. Does the company refer to the internationally accepted reporting standards or guidelines to prepare corporate social responsibility reports and other reports that disclose the company's non-financial information? Does the previous disclosure report has obtained the conviction or assurance opinion of the third-party verification unit? |
| | The Company discloses the systems and measures adopted for social responsibility and the fulfillment of social responsibility in the annual report. The information will be announced on the public information observatory in a timely manner. The company's website has not disclosed corporate social responsibility related information. |
The Company will discuss and handle it according to actual needs. |
| VI. If the Company has established its corporate social responsibility code in accordance with the "Corporate Social Responsibility Best Practice Principles for TSE/ GTSM Listed Companies", please clarify the difference between its operation and the established code. The company's corporate social responsibility practice code and related regulations are still under development. |
||||
| VII. Other important information that can help understand the operation of Corporate Social Responsibility: (I) Eco-friendly, security and health: Environmental protection equipment that conforms to government regulation has been installed and advocates labor safety education and training. (II) Consumer rights: Already purchased product liability insurance. (III) Community Participation, Social Contribution, Social Service, Social Welfare, Human Rights: The company always spared no effort in providing social care and emergency assistance. Donate to the Taiwan Fund for Children and Families (TFCF) on a monthly basis, and also provide financial support from time to time for promoting community development and social responsibility. |
- (VI) Practice of ethical corporate government and the variation with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the reason
| Items of evaluation | Thepursuit | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| I. Establishment of the ethical corporate managementpolicyand actionplans |
~~55~~
| Items of evaluation | Thepursuit | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (I) Has the Company made policies of ethical corporate management passed by the Board, and explicitly stated the ethical corporate management policy and related action plans, and the commitment of the Board and the senior management in the proper pursuit of the ethical corporate management policy? (II) Has the Company developed the mechanisms for the assessment of the risk of unethical practices, and conducted analysis and assessed the kind of business activities vulnerable to the risk of unethical practices within the scope of operation at regular intervals, and mapped out the solution for preventing such practices covering at least the preventive measures as stated in Paragraph 2 under Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”? (III) Has the Company mapped out the solution for preventing unethical practices, and specified the operation procedures, code of conduct, penalty on violation and the system for complaints in the solutions, and properly implemented the plans with routine review and revision of the aforementioned solutions? |
|
(I) The Company has established the "Operating Procedures and Behavioral Guidelines for Integrity" as a commitment to the implementation of its operating policy and has published its operating philosophy on its official website to make clear its policy of operating with integrity. (II) The Company has established the "Code of Conduct and Integrity Practices" which prohibits directors, managers and all employees of the Company from engaging in business activities that pose a higher risk of dishonest conduct than those described in paragraph 2 of Article 7 of the " Ethical Corporate Management Best Practice Principles for TWSE /GTSM Listed Companies " or other business activities within the scope of the Company's business. (III) The Company has established the " Code of Conduct and Integrity Practices " as a standardized approach to prevent dishonest behavior for its employees to follow and implement. |
(I) Consistent. (II) Consistent. (III) Consistent. |
|
| II. Practice of ethical corporate management (I) Has the Company assessed the record of integrity on the counterparties of trade, and explicitly stated the integrity clause in the contracts binding the counterparties and the Company? (II) Has the Company established a designated body charged with the advocacy of business integrity under ethical corporate management on a full- time (part-time) basis under the direct supervision of the Board, and report to the Board of the ethical corporate management policy and the plans for prevention of unethical practices with monitoring on the enforcement of the plans at regular intervals (at least once a year)? |
|
(I) After confirming the cooperation with the supplier, the company will require the other party to sign a contract as a sign of compliance with the relevant integrity requirements set by the Company. (II) The Company's Corporate Integrity Unit is the head of corporate governance under the Board of Directors and is responsible for promoting the fulfilment of social responsibility in the area of corporate integrity in accordance with the scope of its duties. The Board of Directors reports annually on 17 January 2024 on its program and oversees its implementation and no anomalies were noted. |
(I) Consistent. (II) Consistent. |
~~56~~
| Items of evaluation | Thepursuit | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| (III) Has the Company established the policies for the avoidance of the conflict of interest and appropriate channels for expression, and properly pursued these policies? (IV) For the proper pursuit of ethical corporate management, has the Company established an effective accounting system and internal control system, with related audit plans designed by the internal audit function on the basis of the findings of the assessment on the risk of unethical practices basing on which audit on prevention of unethical practice will be conducted, or CPAs will be delegated for conducting the audit? (V) Has the Company organized internal and external training on ethical corporate management at regular intervals? |
|
| (III) The Company sets a customer complaint handling standard and customer feedback processing procedures to prevent conflicts of interest. (IV) The Company has formulated an internal control system in accordance with the regulations, and the implementation of relevant operating specifications should be checked by Auditors through spot checks on compliance with the audit plan. (V) The Company currently promotes integrity to its employees, but no regular training is provided. |
(III) Consistent. (IV) Consistent. (V) The Company will consider the matter depending on the need of the Company. |
| III. The functioning of the informing and complaint system of the Company (I) Has the Company established the informing and complaint system and channels for facilitating informing and complaint, and appointed designated personnel to appropriately handle the personnel accused of unethical practice? (II) Has the Company established the standard operation procedure for processing reports and complaints, the actions to be taken after the investigation, and the mechanisms of confidentiality? (III) Has the Company taken appropriate measures for the protection of the informants from undue treatment due to reporting on illegal or unethical practice? |
|
(I) The head of the management department of the company is the unit that accepts complaints. If the complaint has been verified to be true, will be punished or rewarded according to the company's "Reward and Punishment Management Measures". (II) According to the "Guidelines for Integrity Operation Procedures and Behaviors" established by the company, the identity and content of the whistleblower will be kept confidential. (III) According to the "Guidelines for Integrity Operation Procedures and Behaviors" established by the company, the company has taken measures to protect whistleblowers from being mistreated due to whistleblowing. |
(I) Consistent. (II) Consistent. (III) Consistent |
|
| IV. Enhanced Information Disclosure Has the Company disclosed the content of its Ethical Corporate Management Best Practice Principles and the result of implementation at its official website and MOPS? |
| The Company has set up a website and disclosed the information relating to its integrity in its annual report as required. |
Consistent. |
~~57~~
| Items of evaluation | Thepursuit | Thepursuit | Thepursuit | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary Explanation | ||
| V. If the Company has established its Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, specify the practice and variation from the principles: The Company is committed to integrity and requires all staff to comply with relevant laws and regulations in the conduct of its business. Any deviations from the Code of Conduct will be progressively considered as necessary. |
||||
| VI. Other important information helpful for understanding the integrity of the company's operations (e.g., review of the revision of its Code of Conduct on Integrity,etc.): None. |
-
(VII) Corporate Governance Code of Practice for Disclosure Enquiries: Please refer to (III) for a description of the operation of corporate governance in point 7.
-
(VIII) Other important information that would enhance understanding of the operation of corporate governance may be disclosed together with: The Company has a code of ethical conduct which serves as a guideline for directors, supervisors, managers and employees of the Company in the conduct of their business on behalf of the Company.
-
(IX) Required disclosure of the status of implementation of the internal control system:
-
Statement of Internal Control: Please refer to the next page.
-
Where a company is required by the Securities and Futures Bureau (SFB) to appoint an accountant to conduct a project to review the internal control system, the CPA's review report should be disclosed: Not applicable.
~~58~~
CHANG TYPE INDUSTRIAL CO., LTD.
Declaration of Internal Control
Date: 14 March 2024
Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during 2023:
-
I. The Company’s Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. Internal control system is designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness, transparency and regulatory compliance of our reporting, and compliance with applicable rulings, laws and regulations.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
III. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the “Regulations Governing the Establishment of Internal Control Systems by Public Companies” (hereinafter “the Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component also includes several items which can be found in the Regulations.
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
V. Based on the findings of such evaluation, the Company believes that, on December 31, 2023, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency and regulatory compliance of reporting, and compliance with applicable rulings, laws and regulations.
-
VI. This Declaration is an integral part of the Company’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. This Declaration was passed by the Board of Directors in their meeting held on 14 March 2024, with none of the 7 attending directors expressing dissenting opinions, and the remainder all affirming the content of this Declaration.
CHANG TYPE INDUSTRIAL CO., LTD.
Chairman: CHANG, CHIN-CHIN
President: CHANG, CHIN-CHIN
==> picture [38 x 75] intentionally omitted <==
~~59~~
-
(X) From the most recent fiscal year up until the date of publication of the Annual Report, explain any legal penalty against the company or its internal personnel, or any disciplinary actions by the company against its personnel for violation of the internal control system, where the result of such penalty could have a material effect on shareholder equity or securities prices, the penalty, material deficiencies, and condition of improvement shall be disclosed: None.
-
(XI) Material resolutions at the Board Meeting and Shareholders’ Meeting in the most recent year and up to the date of publication of the annual report:
-
19 June 2023 Regular shareholders’ meeting
-
(1) Approved the proposal of 2022 annual business report and financial statement.
-
(2) Approved the proposal of 2022 profit distribution. Implementation Status: The Earnings of 2022 have been resolved to distribute a cash dividend of $1.0 per share.
-
(3) Approved amendments to part of the articles of the Company's “Procedures for loaning funds to others” Implementation Status: Implemented after the resolution of the shareholders’ meeting was passed.
-
(4) Approved amendments to part of the articles of the Company's “Regulations Governing the Acquisition and Disposal of Assets”.
- Implementation Status: Implemented after the resolution of the shareholders’ meeting was passed.
-
-
17 January 2023 Board meeting
-
(1) Approved the proposal of the company's 2022 year-end bonus payment.
-
(2) Approved recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case as of December 2022 .
-
(3) Approved amendment to part of the articles of this Company’s “Regulations Governing Operational Procedure of Loaning of Funds to Others”.
-
-
13 March 2023 Board meeting
-
(1) Reported on board performance evaluation report.
-
(2) Approved the 2022 Annual Remuneration Distribution Proposal for employees, directors and Supervisors.
-
(3) Approved the 2022 business report and Financial Statements.
-
(4) Approved the Company's 2023 annual operating plan.
-
(5) Approved the 2022 annual surplus distribution plan.
-
(6) Approved the 2022 Annual Internal Control Statement.
-
(7) Approved evaluation of the independence and suitability of the Company’s CPA for 2023.
-
(8) Approved Matters related to the convening of the 2023 annual general meeting of shareholders of the company.
-
(9) Approved operation process for accepting shareholder proposals at the 2023 annual general meeting of shareholders.
-
(10) Approved appointment of the Corporate Governance Supervisor of the Company.
-
-
8 May 2023 Board meeting
-
(1) Report on the Company’s consolidated financial statement of Q1 2023.
-
(2) Approved the Company’s lease agreement for the land use rights of Plot No. 11 in the Juxing Industrial Park, Tanzi District of Taichung City, from Taiwan Sugar Corporation, a non-related party.
-
(3) Approved recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case as of March 2023.
-
(4) Approved extension of the short-term financing loan limit through financial institutions.
-
(5) Approved amendments to some of the provisions of the Company's “Regulations Governing the Acquisition and Disposal of Assets” .
-
(6) Approved the matters related to convening the regular shareholders’ meeting for 2023 of the Company and the addition of amendments to part of the articles of the Company's “Regulations Governing the Acquisition and Disposal of Assets” .
-
-
7 August 2023 Board meeting
~~60~~
-
(1) Approved financial report for the first half of 2023.
-
(2) Approved review of the allocation details for the remuneration of employees(managerial officers) and directors.
-
(3) Approved recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case as of June 2023.
-
6 November 2023 Board meeting
-
(1) Approved financial report for the first three-quarters of 2023.
-
(2) Approved establishment of the audit plan for 2024.
-
(3) Approved recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case as of September 2023.
-
(4) Approved amendments to part of the articles of the Company's “Corporate Social Responsibility Best Practice Principles”.
-
(5) Approved the appointment of the Company’s information security supervisor.
-
(6) Approved amendments to part of the articles of the Company's “Rules of Procedure for Board of Directors Meetings”.
-
22 January 2024 Board meeting
-
(1) Report on the intellectual property management plan for 2023 and the implementation status .
-
(2) Report on the implementation status of the risk management for 2023.
-
(3) Report on the implementation status of ethical corporate management for 2023.
-
(4) Report on the execution status of greenhouse gas inventory for 2023.
-
(5) Approved distribution of year-end bonuses for 2023.
-
(6) Approved recognition of past due accounts receivables from subsidiaries not being classified as loaning of funds case as of December 2023.
-
(7) Approved amendments to part of the articles of the Company's “Articles of Incorporation”.
-
14 March 2024 Board meeting
-
(1) Report on the board performance evaluation.
-
(2) Approved 2023 employees, directors and supervisors compensation distribution.
-
(3) Approved 2023 business report and financial statements.
-
(4) Approved the company's 2023 annual operating plan.
-
(5) Approved 2023 earnings distribution case.
-
(6) Approved 2023 statement of internal control.
-
(7) Approved evaluation of the independence and suitability of the Company’s CPA for 2024.
-
(8) Approved the addition of providing loans to the Company’s subsidiaries.
-
(9) Approved matters related to the convening of the 2024 annual general meeting of shareholders of the company.
-
(10) Approved operation process for accepting shareholder proposals at the 2024 annual general meeting of shareholders.
-
6 May 2024 Board meeting
-
(1) Report on the execution status of directors, supervisors, and managers' liability insurance coverage.
-
(2) Report on the Company’s consolidated financial statement of Q1 2024.
-
(3) Approved extension of the short-term financing loan limit through financial institutions.
-
(XII) Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding material resolutions of the Board Meeting in the most recent year up to the publication date of this Annual Report: None.
-
(XIII) Resignation or dismissal of the company’s key individuals, including the chairman, President, and heads of accounting, finance, internal audit and R&D in the most recent fiscal year up to the publication date of this Annual Report: None.
~~61~~
-
V. Information on Replacement of CPAs: None.
-
VI. In case the Chairman, President, Chief Financial Officer or Chief Accounting Officer of the Company who has been employed by the CPA firm retained for services or its affiliate, disclose the name, title, and the duration of employment by the CPA firm or its affiliate: None.
-
VII.In the previous period to the date this report was printed, the transfer of shares or changes in the pledge of shares under lien by the Directors, Managers, and shareholders holding more than 10% of the shares issued by the Company
(I) Status of changes in equity:
| Title | Name | 2023 | 2023 | As of 23April 2024 | As of 23April 2024 |
|---|---|---|---|---|---|
| Holding Increase (decrease) |
Pledged Holding Increase (decrease) |
Holding Increase (decrease) |
Pledged Holding Increase (decrease) |
||
| Chairman | CHANG, CHIN-CHIN | - | - | - | - |
| Director | CHANG, HSIANG-I | - | - | - | - |
| Director | LUO, SHU-DUAN | - | - | - | - |
| Independent Director |
LIN, HSIU-MEI | - | - | - | - |
| Independent Director |
CHEN, YONG-YAO | - | - | - | - |
| Independent Director |
KO, CHEN-EN | - | - | - | - |
| Independent Director |
WANG, MING-JHIH | - | - | - | - |
| President of Finance Department |
CHANG, CHIN-HUA | - | - | - | - |
(II) Information on the counterparty of the equity transfer who is a related party: None.
(III) Information on the counterparty of the equity pledge as a related person: None.
~~62~~
| VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
VIII. The top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another 23 April 2023 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Shares Held | Shares Held by Spouse & minors |
Shares Held in the Name of Others |
If the top 10 shareholders by proportion of shareholding are related parties, spouse, kindred within the 2nd tier to one another, specifythe names and relation. |
Re ma rk |
||||||
| Shares | % | Shares | % | Shares | % | Title (or name) |
Relationship | ||||
| CHANG, CHIN-CHIN | 18,080,201 | 22.94% | 11,549,766 | 14.66% | - | - | LIU, HSIU- YUEH CHANG, HSIANG-I CHANG, QUN- YU CHANG, YA- LING CHANG, YA- HUI Kun Dun Company Yan Shih Company Hong Guan Investment Co., LTD Dong Li Investment Co.,LTD |
Spouse Father & daughter Father & son Brother & sister Brother & sister Person in charge itself The person in charge is the spouse The person in charge is within third-tier relatives The person in charge is within second-tier relatives |
- | ||
| LIU, HSIU-YUEH | 11,549,766 | 14.66% | 18,080,201 | 22.94% | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| CHANG, HSIANG-I | 7,090,569 | 9.00% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| CHANG, QUN-YU | 6,937,444 | 8.80% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| E-SUN Bank is entrusted to custody the investment account of Kun Dun International Limited Representative: CHANG, CHIN-CHIN |
4,752,351 | 6.03% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| 18,080,201 | 22.94% | 11,549,766 | 14.66 | - | - | Same asCHANG, CHIN-CHIN's description above |
- | ||||
| Dong Li Investment Co., LTD Representative: CHANG, JING-LUN |
4,281,400 | 5.43% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| 578,627 | 0.73% | 219,002 | 0.28% | - | - | Same asCHANG, CHIN-CHIN's description above |
- | ||||
| Hong Guan Investment Co., LTD Representative: WANG YU-TING |
3,257,400 | 4.13% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| 259,951 | 0.33% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | ||||
| CHANG, YA-LING | 3,046,555 | 3.87% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| E-SUN Bank is entrusted to custody the investment account of Yan Shih International Investment Limited Representative:LIU, HSIU-YUEH |
2,690,271 | 3.41% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| 11,549,766 | 14.66 | 18,080,201 | 22.94% | - | - | Same asCHANG, CHIN-CHIN's description above |
- | ||||
| LIANG, FANG-YU | 970,000 | 1.23% | - | - | - | - | Same asCHANG, CHIN-CHIN's description above |
- | |||
| ~~3~~ |
~~63~~
IX. The quantity of shares issued by particular investee company held jointly by the Directors, Managers, and direct or indirect controlled entity of the Company, and the proportion of shares under joint holding
| under joint holding | ||||||
|---|---|---|---|---|---|---|
| Unit: share; % | ||||||
| Reinvestment Business | Investment of the Company |
Investment of the Directors, Managers or direct or indirect controlled business |
Overall investment | |||
| Shares | % | Shares | % | Shares | % | |
| Delta Power Equipment Corporation | 10,010 | 100% | - | - | 10,010 | 100% |
~~64~~
Status of fundraising
I. Capital stock and shares of the Company
(I) Sources of capital
23 April 2024
| Year /month |
Offering price ($) |
Authorized capital | Authorized capital | Capital Stock | Capital Stock | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Number of shares (1,000 shares) |
Amount (NT$1,000) |
Number of shares (1,000 shares) |
Amount (NT$1,000 ) |
Sources of capital | Non-cash investment in kind |
Others | ||
| 1989/4 | 10,000 | 2 | 20,000 | 2 | 20,000 | Established in cash | None | None |
| 1997/8 | 10,000 | 6 | 60,000 | 6 | 60,000 | Raising capital by cash to NTD40,000 thousand |
None | None |
| 1998/11 | 10 | 12,800 | 128,000 | 12,800 | 128,000 | Raising capital by cash to NTD51,800 thousand Capitalization of retained earnings into new shares amounting to NTD16,200 thousand |
None | None |
| 1999/6 | 10 | 19,800 | 198,000 | 19,800 | 198,000 | Raising capital by cash to NTD70,000 thousand |
None | None |
| 1999/12 | 10 | 30,270 | 302,700 | 30,270 | 302,700 | Raising capital by cash to NTD75,000 thousand Capitalization of retained earnings into new shares amounting to NTD29,700 thousand |
None | None |
| 2001/1 | 10 | 36,824 | 368,240 | 36,824 | 368,240 | Capitalization of retained earnings into new shares amounting to NTD60,540 thousand Capitalization of employee bonus into new shares amounting to NTD5,000 thousand |
None | None |
| 2001/9 | 10 | 48,003 | 480,030 | 48,003 | 480,030 | Capitalization of retained earnings into new shares amounting to NTD106,790 thousand Capitalization of employee bonus into new shares amounting to NTD5,000 thousand |
None | None |
| 2002/6 | 10 | 98,000 | 980,000 | 60,504 | 605,037 | Capitalization of retained earnings into new shares amounting to NTD120,007 thousand Capitalization of employee bonus into new shares amounting to NTD 5,000 thousand |
None | None |
~~65~~
| Year /month |
Offering price ($) |
Authorized capital | Authorized capital | Capital Stock | Capital Stock | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Number of shares (1,000 shares) |
Amount (NT$1,000) |
Number of shares (1,000 shares) |
Amount (NT$1,000 ) |
Sources of capital | Non-cash investment in kind |
Others | ||
| 2003/6 | 10 | 118,000 | 1,180,000 | 67,217 | 672,166 | Capitalization of retained earnings into new shares amounting to NTD63,529 thousand Capitalization of employee bonus into new shares amounting to NTD3,600 thousand |
None | None |
| 2004/6 | 10 | 118,000 | 1,180,000 | 68,239 | 682,388 | Capitalization of retained earnings into new shares amounting to NTD6,722 thousand Capitalization of employee bonus into new shares amounting to NTD3,500 thousand |
None | None |
| 2004/9 | 10 | 118,000 | 1,180,000 | 68,278 | 682,778 | Conversion of convertible bonds amounting to NTD390 thousand |
None | None |
| 2007/4 | 10 | 118,000 | 1,180,000 | 68,365 | 683,646 | Conversion of convertible bonds amounting to NTD868 thousand |
None | None |
| 2008/10 | 10 | 118,000 | 1,180,000 | 71,783 | 717,828 | Capitalization of retained earnings into new shares amounting to NTD34,182 thousand |
None | None |
| 2010/9 | 10 | 118,000 | 1,180,000 | 78,800 | 788,000 | Capitalization of retained earnings into new shares amounting to NTD70,172 thousand |
None | None |
-
Note:1. Retroactive handling of public issuance procedures was approved and became effective upon receiving an approval letter from the Securities and Futures Bureau, Ministry of Finance with Letter Tai-Tsai-Cheng (Yi) No.94536 on 4 November 1999.
-
Approved under the Securities and Futures Commission, Ministry of Finance Letter Tai Tsai Cheng (Yi) No.58908 dated 10 July 2000.
-
Approved under the Securities and Futures Commission, Ministry of Finance Letter Tai Tsai Cheng (Yi) No.148759 dated 24 July 2001.
-
Approved under the Securities and Futures Commission, Ministry of Finance Letter Tai Tsai Cheng (Yi) No.127118 dated 7 May 2002.
-
Approved under the Securities and Futures Commission, Ministry of Finance Letter Tai Tsai Cheng (Yi) No.0920128946 dated 30 June 2003.
-
Approved under the Financial Supervisory Commission, Executive Yuan, Letter Jin-Guan-Cheng (Yi) Zi No.0930133367 dated 26 July 2004.
-
Approved under the Ministry of Economic Affairs Letter Jing-Shou-Shang-Zi No.09301196990 dated 20 October 2004.
-
Approved under the Ministry of Economic Affairs Letter Jing-Shou-Shang-Zi No.09601218740 dated 7 September 2007.
-
Approved under the Ministry of Economic Affairs Letter Jing-Shou-Shang-Zi No.09701254240 dated 6 October 2008.
-
Approved under the Ministry of Economic Affairs Letter Jing-Shou-Shang-Zi No.09901216440 dated 27 September 2010.
~~66~~
| Unit: share | Unit: share | Unit: share | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Type of share | Stated capital | Remark | |||||||||
| Outstanding shares |
Unissued shares |
Total | |||||||||
| Common shares (Registered) |
78,800,000 | 39,200,000 | 118,000,000 | The outstanding shares are those listed on the Taiwan Stock Exchange |
|||||||
| Information on thegeneral reportingsystem | |||||||||||
| Type of negotiable security |
Amount to | be issued | Amount issued | Issuance purpose and expected benefits of the issuedportion |
Unissued portion scheduled issuance period |
Remark | |||||
| Total number of shares |
Approved amount |
Number of shares |
Price | ||||||||
| None | None | None | None | None | None | None | None | ||||
| ~~6~~ |
~~67~~
(II) Shareholder Structure
| (II) Shareholder Structure | (II) Shareholder Structure | (II) Shareholder Structure | (II) Shareholder Structure | (II) Shareholder Structure | (II) Shareholder Structure | (II) Shareholder Structure |
|---|---|---|---|---|---|---|
| 23 April 2024 | ||||||
| Structure Amount |
Government institutions |
Financial institutions |
Other institutions |
Individuals | Foreign institutions and nationals |
Total |
| Number of persons |
0 | 4 | 13 | 2,611 | 13 | 2,641 |
| Quantity of shareholding |
0 | 67,000 | 8,251,993 | 62,788,616 | 7,692,391 | 78,800,000 |
| Proportion of shareholding |
0.00% | 0.09% | 10.47% | 79.68% | 9.76% | 100.00% |
Shareholdingratio byinvestors from China:0.00% |
(III) Distribution of Shareholding
| istribution of Shareholding | |||
|---|---|---|---|
| 23 April 2024 | |||
| Shareholding Range | Number of Shareholders |
Shareholding | Shareholding Percentage |
| 1 to 999 | 822 | 88,225 | 0.11% |
| 1,000 to 5,000 | 1,444 | 2,832,298 | 3.59% |
| 5,001 to 10,000 | 184 | 1,482,352 | 1.88% |
| 10,001 to 15,000 | 45 | 589,964 | 0.75% |
| 15,001 to 20,000 | 28 | 528,431 | 0.67% |
| 20,001 to 30,000 | 39 | 1,012,449 | 1.28% |
| 30,001 to 40,000 | 14 | 505,877 | 0.64% |
| 40,001 to 50,000 | 12 | 563,000 | 0.71% |
| 50,001 to 100,000 | 21 | 1,441,639 | 1.83% |
| 100,001 to 200,000 | 4 | 557,000 | 0.71% |
| 200,001 to 400,000 | 13 | 3,398,166 | 4.31% |
| 400,001 to 600,000 | 3 | 1,544,627 | 1.96% |
| 600,001 to 800,000 | 1 | 713,148 | 0.91% |
| 800,001 to 1,000,000 | 2 | 1,856,867 | 2.36% |
| 1,000,001 and above | 9 | 61,685,957 | 78.28% |
| Total | 2,641 | 78,800,000 | 100.00% |
(IV) Major Shareholders
The names of the dominant shareholders with a shareholding ratio of more than 5% or the shareholding ratio accounting for the top ten, the shareholding amount and ratio are as follows:
| accounting for the top ten, the shareholding amount and ratio are as follows: | accounting for the top ten, the shareholding amount and ratio are as follows: | |
|---|---|---|
| 23 April 2024 | ||
| Shares Names of Major Shareholders |
Shareholding | Shareholding Percentage |
| CHANG, CHIN-CHIN | 18,080,201 | 22.94 |
| LIU, HSIU-YUEH | 11,549,766 | 14.65 |
| CHANG, HSIANG-I | 7,090,569 | 8.99 |
| CHANG, QUN-YU | 6,937,444 | 8.80 |
| E-SUN Bank is entrusted to custody the investment account of Kun Dun International Limited |
4,752,351 | 6.03 |
| Dong Li Investment Co., LTD | 4,281,400 | 5.43 |
~~68~~
(V) Market Price, Net Worth, Earnings, and Dividend Per Share in the Last 2 Years and Related Information
| Item | Year | Year | 2022 | 2023 | As of 31 March 2024 (Note 8) |
|---|---|---|---|---|---|
| Market Price Per Share (Note 1) |
Highest Market Price | 60.40 | 41.10 | 33.45 | |
| Lowest Market Price | 29.40 | 29.15 | 30.50 | ||
| Average Market Price | 41.09 | 33.98 | 31.98 | ||
| Net Worth Per Share (Note 2) |
Before Distribution | 23.81 | 24.25 | 24.80 | |
| After Distribution | 22.81 | 23.75 | 24.30 | ||
| Earnings Per Share |
Weighted Average Shares | 78,800,000 | 78,800,000 | 78,800,000 | |
| Earnings per share (Note 3) |
Before adjustment | 3.45 | 1.46 | 0.76 | |
| After adjustment | 3.45 | 1.46 | 0.76 | ||
| Dividend Per Share |
Cash Dividends | 2.50 | 0.50 | 0.00 | |
| Stock grants |
Distribution of retained earnings as dividend |
0 | 0 | 0 | |
| Stock dividend from capitalization of additional paid- in capital |
0 | 0 | 0 | ||
| Accumulated Undistributed Dividend (Note 4) |
0 | 0 | 0 | ||
| Analysis of return on investment (ROI) |
Price/Earnings Ratio(Note 5) | 11.91 | 23.25 | 42.08 | |
| Price/Dividend Ratio(Note 6) | 41.09 | 67.96 | 0.00 | ||
| Cash Dividend Yield (Note 7) | 2.43 | 1.47 | 0.00 |
Note 1: List the highest and lowest market price of the year, calculate the average market price on the basis of the transaction value and volume of the year.
Note 2: Fill in the information as per the resolution of the shareholder’s meeting of the following based on the number of outstanding shares as of the end of the year.
Note 3: If retroactive adjustment is required due to the gratuitous payout of stock dividend, list the earnings per share before and after adjustment.
Note 4: If the requirement of the offering of equity securities allows for the accumulation of the unpaid dividend of the year to the year the Company has surplus, disclose the unpaid dividend accumulated to current period.
Note 5: Price earnings ratio = the average closing price per share of the year/ earnings per share.
Note 6: Price to cash dividend ratio = the average closing price per share of the year/ cash dividend per share. Note 7: Cash dividend yield = cash dividend per share/ average closing price per share of the year.
Note 8: Information on book value per share and earnings per share should be the most recent quarter information audited (reviewed) as of the date this report was printed. Fill in the information of the year in the relevant fields to the date this report was printed.
(VI) Dividend policy of the Company and the distribution:
-
After the financial statement, the current year’s earnings of the Company, if any, shall be distributed in the following order:
-
a. Payment of all taxes and dues;
-
b. Offset prior years’ operation losses;
-
c. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;
-
d. Set aside or reverse special reserve in accordance with law and regulations; and
-
e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
When the statutory surplus reserve in Paragraph 1 has reached the company's paid-in capital, the statutory surplus reserve may not be set aside.
The policy of dividend distribution is determined by the board of directors based on the factors such as operating planning, the investment plan, capital budgets and change of domestic and international environment. The Company operates in a capital-intensive industry and is currently in the stage of operational growth. It is necessary to reserve surplus funds to meet operational growth and investment needs. At this stage, a residual dividend policy is adopted. When the Company distributes the dividends in the preceding paragraph, the annual cash dividends to shareholders shall not be less than 5% of the total amount of cash and stock dividends distributed in the current year.
When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by cash in compliance of Company Act. The board of directors is authorized to report to the shareholders’ meeting with the attendance of more than two-thirds of the directors and the resolution of more than half of the directors present.
~~69~~
-
The proposed dividend distribution of this year (not yet approved by the shareholders’ meeting): The board of directors of the Company passed a resolution on 13 March 2023 to set aside $ 27,982,634 as a statutory surplus reserve for the undistributed surplus as of the end of 2022 and a cash dividend of $78,800,000 for shareholders (a cash dividend of $1 per share).
-
(VII) The influence of the stock dividend proposed to this session of the Shareholder Meeting for release on the operation performance and earnings per share of the Company: Not applicable.
-
(VIII) Remunerations to employees, directors and supervisors
-
The percentage and scope of remunerations to the employees, Directors and Supervisors of the Company as stated in the Articles of Incorporation. The percentage and scope of remuneration for employees, directors and supervisors set out in Article 30 of the Articles of Association of the Company are as follows:
-
(1) Employee remuneration: If the Company has earnings after the annual account settlement, not less than 1% should be allocated
-
(2) Director and supervisor remuneration: If the Company has earnings after the annual account settlement, not more than 5% should be allocated
-
The basis for the estimation of the amount of remuneration to the employees, directors and supervisors in current period, the basis for the calculation of the quantity of shares for release to employees as stock dividend, and the accounting procedure if there is a difference between the actual amount of payment and the estimated amount: The remuneration of employees and directors and supervisors to be distributed by the Company in accordance with the Company Act and the Articles of Incorporation of the Company shall be estimated in advance when preparing the interim and annual financial statements in accordance with the Accounting Research and Development Foundation (96) Ji-Mi-Zi Interpretation Letter No. 052. The nature of the remuneration of employees and directors and supervisors is included as an appropriate accounting item under operating costs or operating expenses. If there is any discrepancy between the distribution amount determined by the shareholders' meeting and the estimated amount in the financial statements subsequently, it will be regarded as a change in the estimate and listed as the current profit and loss of the distribution. If part of the shareholders' meeting to assign employee remuneration is to distribute by shares, the basis for calculating the number of shares is based on the closing price on the day before the resolution of the shareholders' meeting and the impact of ex-rights and ex-dividends.
-
The remuneration passed by the Board:
-
(1) Remuneration of employees and directors and supervisors distributed in cash or stock. If there is a discrepancy with the estimated amount in the year of recognition of expenses, the number of discrepancies, reasons and handling shall be disclosed: On 13 March 2023, the board of directors of the company approved the proposed distribution of cash dividends of NT$8,788,779 to employees and remuneration of directors and supervisors of NT$7,031,023. In addition, there is no material difference between the total amount of NT$15,819,802 proposed to be allotted and the amount of NT$15,819,802 recognized as expenses in 2022.
-
(2) The amount of employee remuneration distributed in stock and its proportion to the total amount of after-tax net profit and total employee remuneration in the current period's parent only or individual financial report: Not applicable.
-
The actual amount of remuneration to the employees, directors and supervisors in the previous period (including the quantity of shares released, the amount and stock price), and specify the difference, the cause and response if there is significant variation from the estimated remuneration to the employees, directors and shareholders:
| shareholders: | |||
|---|---|---|---|
| 2022 | Actual amount distributed |
Book Amount | Difference |
| Remuneration to employees | 8,788,779 | 8,788,779 | - |
| Remuneration to Directors and Supervisors |
7,031,023 | 7,031,023 | - |
| Total | 15,819,802 | 15,819,802 | - |
-
(1) Remuneration to employees: Employees are paid according to the results of the current year's performance evaluation and taking the distribution situation of the past years into account.
-
(2) Remuneration to directors and supervisors: Independent directors and supervisors are paid according to the agreed remuneration in accordance with the "Regulations on the Management of Salary and Remuneration of Directors, Supervisors and Managers", and do not participate in the distribution of remuneration.
~~70~~
-
(IX) The buy-back of shares by the Company: None.
-
II. Corporate bonds: None.
-
III. Preferred shares: None.
-
IV. Overseas depository receipts: None.
-
V. Employee Stock Option: None.
-
VI. RSU/RSA: None.
-
VII. Merger and Acquisition (including merger, acquisition and spinoff): None.
-
VIII. Information on the implementation of the capital utilization plan: As of the quarter prior to the publication date of the annual report, the Company had no capital utilization plan that has not been completed or that the plan has been completed but the benefits have not yet appeared.
~~71~~
V. Operation Overview
I. Business Content
-
(I) Business Scope
-
Major Business Content:
Mainly engaged in the manufacturing, processing, and trading of hand tools, computer machinery, motors, electric tools, automatic control systems, computer machinery, electric testing instruments, woodworking machinery and hardware parts.
- 2.2023 Major Business Revenue Distribution:
| Product | Amount (in thousands) |
Proportion % |
|---|---|---|
| Electric tools |
3,378,030 | 100 |
| Total | 3,378,030 | 100 |
- Current Product or Service of the Company
The Company's current main products are various types and sizes of miter saw, wire saw machine band saw, radial arm saw, table saw, tile saw, tripod, etc. woodworking tools, which belongs to electric tools, is developed, and manufactured according to customer needs, and its related services is also provided by the Company.
-
New Product Development Planning: In addition to meeting market development and customer needs, the Company is also actively planning to develop machine tool, such as chop saw, tile saw, etc., to make the product portfolio more complete.
-
(II) Industry Outlook
-
Industry Outlook and Prospect
The domestic DIY electrical machine tool manufacturers have undergone changes in the production environment due to rapid changes in social and economic patterns, increased awareness of environmental protection, shortage of human resources, and material changes in cost structures caused by the appreciation of NT$. However, the industry combines related technologies and the introduction of automated production equipment, as well as the existing supply system and overall industrial capability, to improve its own strength and structure, and to actively promote products to various market. Therefore, the quality of Taiwan’s DIY electric tools become increasingly improved.
Taiwan's DIY electrical machine tool are mainly marketed in Europe and America, especially in the United States and Canada. Currently, the domestic DIY electrical machine tool have played a decisive role in the world, and their global competitiveness is relatively high. The DIY electrical machine tool products take safety as the most important quality assurance. The Company does not follow the traditional OEM standards but cooperates via ODM with internationally well-known industry players. The Company has made great progress in R&D technology, and has been highly valued by international competitors, giving the Company high international competitiveness.
2. The association between the upstream, midstream, and downstream industries:
The main raw materials of table electrical machine tool include aluminum materials, plastics, steel, cast iron, steel plate, rotor/stator, commutator, blade, powder metallurgy, hardware parts, commutator, etc. Because the domestic manufacturing technology is mature and stable, and the product quality meets the requirements, most of the material are supplied by domestic professional manufacturers. Certain plastics, blade, etc. are mainly supplied by professional suppliers in the United States and Japan due to the precision and stability require for the finished product.
~~72~~
Due to the industry characteristics of woodworking machines, the production of electrical machine tool involves professional technologies such as forging, metal processing, heat treatment and surface treatment, and the processing level is high. Therefore, most of the manufacturing processes are produced by a complete processing cooperative system. The plant mainly focuses on product development, motor manufacturing, finished product assembly and testing, packaging, and the division of labor, which is a precise manufacturing process. The Company is located in the Taichung and Changhua areas where Taiwan's machinery industry suppliers and outsourcing factories are gathered. Due to the complete satellite system support, the operation is fast and flexible, and the production cost is reduced. A corporate synergy system has been constructed with the Company as the main body and third-party manufacturers as the supporting unit enhanced the Company's competitiveness.
The United States is the main market for Taiwan’s electrical machine tool, and the market in the United States is mainly represented by retail department stores such as Home Depot, Lowe’s, and Sears.
3. Various Product Development Trends
-
(1) The R&D of light, durable and strong new materials, the application of continuously variable function, the creation of unique patented design, and widely acceptable price.
-
(2) Incorporating the increased awareness of environmental protection into products design, recycling, and consumer protection that are valued by the world. The product parts and packaging materials uses recyclable or renewable materials. With the enhanced consumer protection awareness, the product design must ensure that users are safe and protected without the fear of being harmed.
4. Product Competitiveness
The main domestic manufacturers of electrical sawtable top power tool are Rexon Industrial Corp., Ltd.., P&F Brother Industrial Corporation, Chiu Ting Machinery Co., Ltd., San-Chien Industry Co., Ltd., OAV Equipment and Tools, Inc., and other companies. Only a few have the ability to independently develop products and complete the finished product manufacturing. Except for Rexon Industrial Corp., Ltd.., which has its own sales under its private label, after the Company merged with Delta, a century-old electric tool brand in the United States, the market share of its private label business has increased year by year, and the production method of other companies is mainly OEM/ODM for big international brands. The Company's current main product, miter saw, occupies a decisive position in the American and Canadian markets. If the relevant domestic machinery industry wants to enter this industry, in addition to the need for high-quality and sophisticated technology, the independence of product development and marketing channels are the weakest among domestic industry players. Without a complete R&D team and sophisticated manufacturing technology, it is difficult to enter this industry.
Big electric tool manufacturers are mainly distributed in the United States, Japan, Germany, and other places, which are Black & Decker, Ryobi (TTI), DELTA, SKILL, PRO-TECH, JET, MAKITA, Bosch, Emerson, etc. Currently, Black & Decker and TTI are the brand cooperative manufacturers of OEM and ODM of the Company, and Delta is the Company's private label. The Company’s product is highly valued and appreciated in the North American market due to the stable and good quality and successful strategy.
(III) Technology and R&D Overview
-
Technological Level of the Operation of the Company
-
(1) Since the establishment of the Company in 1989, it has played the role of OEM and manufacturer through OEM or ODM technical cooperation with Emerson, Ryobi, Black & Decker, and TTI.
~~73~~
-
(2) The Company has been qualified by the ISO 9001-2015 version of quality certification to ensure the standard of product quality. In 2000, the Company took the lead in the industry to obtain the production certification of Black & Decker, the world's largest electric tool manufacturer. Since 2001, the Company has started to produce bench top power miter saw for its top brand "DeWalt", and its production technology capabilities have been recognized by international major manufacturers.
-
Development Direction of Future R&D Work
| Item | Development Direction |
Explanation |
|---|---|---|
| 1 | Diverse Product |
Finish the development of the full series of sawing products-tile saw, steel tube, aluminum tube, angle iron, to make the product portfolio more complete and to create different market segment compared to the originalproduct. |
| 2 | Lightened Product |
Lighten the weight of the product, value the trending appearance and reduce burden of use. |
| 3 | Shared Parts | To reduce the cost of production and increase productivity, the Company integrate various single technology to simplify machinery parts processing process and shorten the manufacturing process to increase the sharedparts between machines and reduce unnecessary partsprocessing. |
| 4 | Modular design |
Advantages are to reduce costs and shorten R&D schedule. |
- R&D Personnel Education and Experience
The R&D personnel all have a college degree or above, are specialized in the fields of electrical engineering and machinery, and have rich professional experience in the woodworking machine industry. They continue to improve manufacturing process technology and develop forward-looking products.
- R&D Expenses in the most recent year to the date of this report was printed
Unit: In thousands of NTD
| Unit: In thousands of NTD | |||
|---|---|---|---|
| Item | 2023 | First Quarter of 2024 | 2024 (Projected) |
| R&D Expense | 17,508 | 5,152 | 40,000 |
| Net Revenue | 3,452,706 | 733,488 | |
| Proportion (%) | 0.5 | 0.7 |
Note: Information of the first quarter in 2024 has been reviewed by CPAs.
5. R&D Objectives
-
(1) Establish its own technology, form barriers of entry, and enhance the Company's competitiveness; increase the market share of its private-label products and increase profits. The smart management plan and implementation status linked to the operational goals are as follows:
-
a. Number of patent applications and approvals in the past two years
| Year |
The number of applications could be reviewed |
Number of approval |
Country | Type | Explanation | The accumulated number of approval |
|---|---|---|---|---|---|---|
| 2023 | 3 | 0 | U.S.A. | New | Approval: None | 26 |
| Application:Table Saw Guard, Wheeled Stand for Table Saw, Riving Knife Assembly |
||||||
| 2022 | 0 | 1 | U.S.A. | New | Approval: Patent of Bevel lock | 26 |
~~74~~
b. Patents purchased externally: 18 patents (18 from the United States)
Items: Drill Press, Table Saw, Planer Apparatus, Band Saw, Dust Collector, Drum Sander, Lathe, etc.
c.Trademarks of DELTA, SHOPMASTER, HOMECRAFT, BIESEMEYER, etc. : 42 trademarks.
| Country | Australia (AU) |
Brazil (BR) |
Canada (CA) |
China (CN) |
European Union (EM) |
Korea (KR) |
Mexico (MX) |
Taiwan (TW) |
America (US) |
Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Number | 1 | 6 | 1 | 2 | 1 | 3 | 1 | 5 | 22 | 42 |
-
(2) Quickly respond to customer needs and propose effective solutions.
-
(3) Look for potential R&D projects and commercialize efficiently.
-
(IV) Long and Short-Term Business Development Plan
-
Direction for Short-Term Business Development Plan
-
(1) Marketing Strategy
-
A. Expand product sales portfolio to increase the source of profits for the Company.
-
B. Strengthen market development to expand sales network.
-
-
(2) Management Policy
-
A. Continue to improve and strengthen the promotion of internal control, and enhance the Company’s management performance.
-
B. Introduce computerization to the office to enhance the management effectiveness and communication efficiency.
-
-
(3) Production Policy
-
A. Increase the proportion of outsourced production in the plant to make manufacturing more flexible and to help control production costs.
-
B. Vertical integration of process planning strengthens product competitiveness and improves product quality and profitability. Actively coach third-party manufacturers to make their quality and delivery more stable.
-
-
(4) Direction of Product Development
-
A. Recruit excellent R&D talents and purchase additional R&D equipment to improve R&D efficiency.
-
B. Carry out the development of diversified products and expand the product portfolio.
-
-
(5) Scale of Operation and Financial Cooperation
-
A. Carry out financial planning for various plans based on the principle of safety and stability.
-
B. Establish a close cooperative relationship with financial institutions and understand the financial market.
-
-
Direction for long-term business development plan
-
(1) Marketing Strategy
-
A. Continue to develop new products to win new customers and expand the scale of operation.
-
B. Construct marketing tunnels and increase sales tunnels.
-
C. Expand private label business market.
-
-
(2) Production Policy
-
A. Cultivate and integrate third-party manufacturers to create a competitive corporate synergy system.
-
B. Develop and enter into the production of woodworking machine components.
-
-
(3) Direction of Product Development
-
A.Develop environmentally friendly, humanized and numerically controlled woodworking machines to increase the added value of products.
-
B. Develop gardening and household maintenance products to expand the diversity of product portfolio.
-
~~75~~
(4) Scale of Operation
-
Through the R&D of new products, improve production technology and reduce production costs to expand the scale of operation and increase market share.
-
(5) Financial Strategy
Use the capital market to raise funds for the Company's long-term development.
II. Market, Production and Sales Overview
-
(I) Market Analysis:
-
Region of Sales of Major Products
| Unit: In thousands of NTD | Unit: In thousands of NTD | |||
|---|---|---|---|---|
| Year Region |
2022 | 2023 | ||
| Amount | % | Amount | % | |
| America | 3,867,775 | 95.3 | 3,189,261 | 94.4 |
| Other Regions | 189,672 | 4.7 | 188,769 | 5.6 |
| Total | 4,057,447 | 100.0 | 3,378,030 | 100 |
2. Market Share
The market demand for DIY electrical machine tool covers the decoration industry, furniture industry, construction industry, etc., as well as general home improvement. It has become an indispensable tool for daily life. The electrical machine tool produced by the Company are continuing to improve or add functions, and improve quality, and have repeatedly achieved sales success. Among them, the main product, miter saw, occupies an important position in the North American market.
3. Future Market Supply and Demand, and Growth:
According to Dun & Bradstreet and IBIS World survey reports, the global DIY market has reached saturation, with global annual sales amounting to USD560 billion. The market concentration is high, mainly in North America and Europe, accounting for 85% of the global DIY market, followed by Japan and Australia.
The global DIY woodworking machine market is mainly concentrated in the United States. According to the marketing system observation of the American market, most of the hand tools, electric tools, components and hardware are sold through Hardware Stores, Home Centers, and DIY equipment stores. According to the report of the American DIY professional magazine, based on the data of the National Hardware Retailer Association, the market size of the American hardware DIY market reached USD398.2 billion in 2018, which has an increase of 6.3% over the previous year. Currently, there are approximately 22,000 Home Improvement and Hardware stores in the United States. Home Depot, Lowe’s Companies, Menards, Tractor Supply, and other businesses have dominated the hardware channel. The compound growth rate in the next five years (2019-2023) will reach 4.5%.
~~76~~
Taiwan’s woodworking machines are almost supplied to the export market, mainly in the United States. Due to the characteristics of the industrial structure and the advantages of the satellite system , the quality, delivery schedule and the price can all meet the market demand, and the new products will be launched in a timely manner, which is favored by the main manufacturing agents and distributors in the United States. There is still considerable room for growth in the production of woodworking machines in Taiwan.
~~77~~
4. Favorable and Unfavorable Factors of Competitive Niche and Development Prospect, and the Countermeasures
| Item | Completive Niche and Favorable Factors | Unfavorable Factors |
Countermeasures |
|---|---|---|---|
| (1)Major Business Content and Development Prospect |
In developed countries such as Europe, the United States, and Canada, DIY woodworking machines are essential tools for households, and do not belong to capital expenditure of durable goods. Therefore, their demand is less likely to decline significantly due to economic changes. |
Price wars with competitors |
(1) Develop full series of sawing products, to complete the product portfolio and to create a different market segment form the original product. (2) Strengthen the functionality of the product and the innovative design of the appearance to stimulate the exchange and purchasing desire from the customers. (3) Enhance various operations from R&D to the production of the product to increase profits. |
| (2)Position in the Industry |
(1) 10-inch miter saw produced and manufactured by the Company has a significant position in the market share of the North American market. (2) In 2001, the Company took the lead in the industry and obtained the production certification of Black & Decker, the world's largest electric tool manufacturer. The Company produced top-level "DeWalt" miter saw was an OEM, and its process production technology capabilities have been recognized by international major manufacturers. (3) In 2003, the Company received a production contract from TTI to manufacture "Ridgid" miter saw for Home Depot, the world's largest home improvement chain channel. |
Price wars in the same industry and China has gradually shortened product cycles and competed on low prices. |
Develop high-end new products, and develop new materials for existing products to reduce costs. In addition, low-margin products are transferred to regions with lower costs for production to increase profits. |
| (3)Supply of Major Raw Materials |
(1) The Company is located in the central region where suppliers and outsourcing manufacturers of Taiwan's machinery industry are gathered. The division of labor of the satellite system and the support is complete, and the operation is fast and flexible, which enhances competitiveness. (2) The production process includes forging, metal processing, heat treatment and other professional technologies, and the main processing is appointed to third-party manufacturers. The Company focuses on product development, motor assembly, finished goods assembly and testing, which has a complete system to control the production progress and process quality of third-party manufacturers. |
The cost of raw materials such as copper, aluminum, steel, iron, and resin is easily influenced by fluctuations in international market prices and exchange rates. |
(1) Develop competitive suppliers domestically and abroad. (2) Develop high-end new products to meet market demand, update materials and reduce costs. Production is vertically integrated to reduce costs. Low-margin products are moved to low-cost regions. |
| (4)Sales of Major |
The 10-inch miter saw produced by the Company occupies a significant position in the North American |
The proportion of |
Strengthen R&D, quality assurance, quality control and |
~~78~~
| Item | Completive Niche and Favorable Factors | Unfavorable Factors |
Countermeasures |
|---|---|---|---|
| Product | woodworking machine market. The excellent and stable quality standard increases opportunities for cooperative development and sales with big international manufacturers. |
OEM is high, and sales rely on manufacturing agents. |
other professionals to reach direct sales channels and increase product profit margins. |
| (5)Financial Status |
(1) The profits in operation are stable and the operating condition is good. (2) The proportion of self-owned capital is high, and the financial ratio is good. |
None. | Raise funds in the capital market, obtain long-term and stable funds, and strengthen the financial structure. |
| (6)Human Resources of Major Production |
(1) Adopt advanced 3D computer assist design system and three-dimensional coordinate measurement equipment to improve development and design capabilities, and accuracy and shorten development schedule. The Company has accumulated extensive experience in R&D, design, and production technology. (2)The main processing production equipment is highly automated. |
Due to the increase in national income, the change in economic structure, and the shortage of entry-level labor. |
(1) Introduce foreign labor and increase equipment automation. (2) Low-value and low- technology products are transferred to low-cost regions. |
~~79~~
(II) Important Use, Production and Manufacturing Process of Major Product:
- Use:
==> picture [449 x 697] intentionally omitted <==
----- Start of picture text -----
Product Type Important Use
Table DIY electrical cutting, planning, sawing, grooving, and other functions of metal, woodworking
woodworking tools
materials, plastic, and acrylic materials.
2. Production and Manufacturing Process:
Upstream Midstream Downstream
Raw Material Processing from third- Chang Clients
party system Type
Industrial
Co., Ltd.
Aluminum Die-casting Assembly ODM/OEM
Material
Clients
Deburr
Testing
Depainting Importers
CNC Packaging
Processing
Hardware and
building materials
Plastic Injection chain store
Steel Material Turning
Consumers
Gear milling
Heat treatment
Grinding
Oiling
Cast Iron Ingot milling
Casting
Machining
Depainting
Steel plate Blanking die
Stamping
Depainting
Powder
metallurgy
Hardware Parts
----- End of picture text -----
~~80~~
(III) Supply of Major Raw Materials
The major raw material suppliers in the upstream and downstream of the Company have long-term cooperation, mutual trust, and good and close cooperative relations, as a result, the Company can obtain production materials with reasonable price, high quality, and stable delivery schedule.
- (IV) Major Purchase and Sales Customers
Names of customers, the amount and proportion, accounting for more than 10% of the total purchase (sales) in either of the last 2 years and explanation for the increase and decrease.
- Information on Major Suppliers in the Last Two Years
| Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 as of the first quarter (Note 2) | ||||||||||
| Item | Name | Amount | Ratio of Net Purchase s in the Whole Year (%) |
Relatio nship with the Issuer |
Name | Amount | Ratio of Net Purcha ses in the Whole Year (%) |
Relati onship with the Issuer |
Name | Amount | Ratio of Net Purchases in the Current Year as of the Previous Quarter (%) |
Relatio nship with the Issuer |
| 1 | A | 278,508 | 12.95 | None | A | 230,761 | 13.46 | None | A | 39,902 | 11.84 | None |
| Other | 1,870,597 | 87.05 | Other | 1,483,986 | 86.54 | Other | 297,061 | 88.16 | ||||
| Net Purchases |
2,149,105 | 100 | Net Purchases |
1,714,747 | 100 | Net Purchases |
336,963 | 100 |
Note 1: The increase and decrease of major purchases in the last two year were due to the Company's consideration of supply quality and price factors.
Note 2: For companies listed at TWSE or TPEx for the trading of stock have CPA audited or reviewed financial information to the date this report was printed, disclose such information.
2. Information on Major Customers in the Last Two Years
| Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 as | of the firstquarter(Note 2) | |||||||||
| Ite m |
Name | Amount | Ratio of Net Purchase s in the Whole Year (%) |
Relatio nship with the Issuer |
Name | Amount | Ratio of Net Purcha ses in the Whole Year (%) |
Relati onship with the Issuer |
Name | Amount | Ratio of Net Purchases in the Current Year as of the Previous Quarter (%) |
Relatio nship with the Issuer |
| 1 | A | 3,373,444 | 83.14 | None | A | 2,814,832 | 83.33 | None | A | 579,739 | 80.35 | None |
| 2 | B | 321,665 | 7.93 | None | B | 233,934 | 6.93 | None | B | 29,473 | 4.09 | None |
| Other | 362,338 | 8.93 | Other | 329,264 | 9.74 | Other | 112,265 | 15.56 | ||||
| Net Sales | 4,057,447 | 100 | Net Sales | 3,378,030 | 100 | Net Sales | 721,477 | 100 |
-
Note 1: List out the names of the customers accounting for more than 10% of the total sales over the last 2 years, and the amount and proportion of sales. Use customer code if it is specified in the contract that the names of the customers or counterparties of trade are individuals and not related parties that cannot be disclosed.
-
Note 2: For companies listed at TWSE or TPEx for the trading of stock have CPA audited or reviewed financial information to the date this report was printed, disclose such information.
~~81~~
| (V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
(V) Production Volume and Value of the Last Two Years Unit: Set / In thousands of NTD Year Major Products 2022 2023 Production Capacity Production Volume Production Value Production Capacity Production Volume Production Value Electrical saw 950,000 659,023 3,294,509 950,000 488,101 2,935,384 Total - 659,023 3,294,509 - 488,101 2,935,384 Production Volume and Value |
|---|---|---|---|---|---|---|---|
| Year Major Products Production Volume and Value |
2022 | 2023 | |||||
| Production Capacity |
Production Volume |
Production Value |
Production Capacity |
Production Volume |
Production Value |
||
| Electrical saw | 950,000 | 659,023 | 3,294,509 | 950,000 | 488,101 | 2,935,384 | |
| Total | - | 659,023 | 3,294,509 | - | 488,101 | 2,935,384 |
- (VI) Sales Volume and Value of the Last Two Years
Unit: Set / In thousands of NTD
| a | les Volume and Value | of the Last Two Years | of the Last Two Years | of the Last Two Years | of the Last Two Years | Unit: Set / In thousands of NTD | Unit: Set / In thousands of NTD | Unit: Set / In thousands of NTD | Unit: Set / In thousands of NTD |
|---|---|---|---|---|---|---|---|---|---|
| Year Major Product Production Volume and Value |
2022 | 2023 | |||||||
| Domestic Sales | Export Sales | Domestic Sales | Export Sales | ||||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | ||
| Electrical saw | - | - | 703,427 | 3,900,792 | - | - | 487,398 | 2,935,016 | |
| Other(Note) | - | 1,178 | - | 155,477 | - | 1,100 | - | 441,916 | |
| Total | - | 1,178 | 703,427 | 4,056,269 | - | 1,100 | 487,398 | 3,376,932 |
Note: Includes motors, workbench assembly, workbench assembly, purchased parts and commodity sales.
~~82~~
III. Overview of Employees
| Year | 2022 | 2023 | As of 15 May 2024, the publication date of the annual report |
|
|---|---|---|---|---|
| Number of Employees |
Technical staff | 14 | 13 | 12 |
| Management and business marketingstaff |
244 | 231 | 230 | |
| Operator | 147 | 121 | 122 | |
| Total | 405 | 365 | 364 | |
| Average Age | 41 | 42 | 43 | |
| Average Years | of Seniority in Service | 8.59 | 9.48 | 9.89 |
| Education Distribution Proportion |
PhD | - | - | - |
| Master | 20 | 19 | 17 | |
| College/University | 117 | 96 | 98 | |
| Senior High School | 96 | 85 | 83 | |
| Below Senior High School |
30 | 28 | 28 | |
| Foreign Labor | 142 | 137 | 138 |
Note: The calculation of the average years of seniority in service and age does not include foreign workers and contract workers.
IV. Information on Expenditures on Environmental Protection:
(In the most recent year to the date of third report was printed, the total amount of penalty and loss (including damages) due to environmental pollution, future countermeasures (including improvement measures) and possible expenditure (including the estimated amount of loss, penalty, and damages due to not taking actions of the countermeasure policy. If the amount couldn’t be reasonably estimated, the fact of it should be explained.))
- (I) Loss or penalty due to environmental protection in the last two years:
The Company's environmental violations in 2023 and 2022, for which belonged to procedural violations, and there is no actual pollution. The summary is as follows:
| Unit: In ten thousands of NTD | |||
|---|---|---|---|
| Violation of Regulations |
2023 | 2022 | Status of Improvement |
| Water Pollution Control Act |
6.3 | - | The problem has been improved. (The discharge outlet for domestic wastewater in Houli Plant 2 has not been labeled.) |
| Air Pollution Control Act |
52.0 | - | The problem has been improved. (Entrance temperature of exhaust gas in die-casting plant is below standard and establishment of exhaust gas emission from rotor has not been applied for.) |
| Water Pollution Control Act |
31.2 | - | The problem has been improved. (The wastewater discharge from both the die-casting plant and the paint shop does not meet the standards.) |
| Fire Services Act | - | 6.6 | Fengyuanplant 1 has completed the improvement. |
| Total | 89.5 | 6.6 |
~~83~~
-
(II) Expected environmental capital expenditure in the future: In addition to purchasing new environmental protection equipment, the Company will strengthen staff training and strictly implement internal environmental protection operation standards to ensure compliance with environmental protection emission standards.
-
(III) The Company is still committed to the improvement of the working environment and the implementation of internal and external cleaning of the plant sites to improve the quality of the working environment. The related costs are as follows:
The cumulative total environmental management costs in 2023 and 2022 are NTD5,624,000 and NTD6,366,000 respectively. Environmental protection expenditure items include operational maintenance, consumption costs, and equipment additions, details are shown below:
| Unit: In ten thousands of NTD | Unit: In ten thousands of NTD | Unit: In ten thousands of NTD | |
|---|---|---|---|
| Type | Explanation | 2023 | 2022 |
| Water Pollution Prevention | Waste (polluted) water treatment operation maintenance, consumption,electricity,andpersonnel costs,etc. |
74.3 | 31.3 |
| Waste Processing | Outsourced waste treatment and recycling | 212.6 | 279.3 |
| Air Pollution Prevention (Operation) |
Operating costs such as raw materials, air pollution fees, and inspection fees used forprevention equipment |
83.3 | 194.8 |
| Air Pollution Prevention (consumables, maintenance) |
Melting furnace polluted air collection and maintenance, activated carbon furnace layer and activated carbon renewal, cuttingfluidpurification machine maintenance,etc. |
192.2 | 131.2 |
| Total | 562.4 | 636.6 |
V. Labor-Management Relationship
(List the Company's employee welfare measures, advanced education, training, and retirement systems and their implementation, as well as labor-management agreements and various employee rights protection measures. In the most recent year to the date of this report was printed, the loss due to labor-management disputes, the estimated amount and countermeasures of current and future possible incidents should be disclosed.)
-
(I) Employee Welfare Measures To enhance employee welfare measures and improve employee benefits, the Company has established the Employee Welfare Committee on 26 January 2000 to regularly host incentive trips and dinner parties, and distributes wedding and funerals subsidies, injuries and illness subsidies, and holiday gifts, etc. In addition to labor insurance and health insurance for all employees, the Company organizes regular health checks and various education and training for all employees, so that they can work in a safe and growth environment.
-
(II) Advanced Education and Training for Employees To enhance employee welfare measures and improve employee benefits, the Company has established the Employee Welfare Committee on 26 January 2000 to regularly host incentive trips and dinner parties, and distributes wedding and funerals subsidies, injuries and illness subsidies, and holiday gifts, etc. In addition to labor insurance and health insurance for all employees, the Company organizes regular health checks and various education and training for all employees, so that they can work in a safe and growth environment.
-
(III)Retirement Systems and the Implementation
-
When the Company's employees retire, in addition to applying for old-age benefits in accordance with the labor insurance regulations, the retirement regulation is established in accordance with the Labor Standards Act. According to the Ministry of the Interior, Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds, the Company allocates a certain proportion of retirement reserves according to the total payment every month according to the regulation, and the special funds are exclusively deposited in the Central Trust of China. The employee retirement old-age benefits regulation shall be handled in accordance with the provisions of Chapter VI of the Labor Standards Act and the details of Chapter VI of the same act.
~~84~~
After the "Labor Pension Act" came into effect on 1 July 2005, all employees of the Company chose to apply the relevant retirement provisions of the act and the years of seniority in service prior to applying the new act were retained. The Company allocates 6% of the employee's monthly salary to the employee's individual retirement fund account of the “Bureau of Labor Insurance, Ministry of Labor of the Executive Yuan”. For employees who have retained their years of seniority in service prior to the application of the "Labor Pension Act", when the labor contract is terminated, the average salary at the time of contract termination shall be used to add up to the pension for the retained seniority.
- (IV) Labor-Management Agreements
The Company has a harmonious labor-management relationship, and all prescribed measures are handled in accordance with relevant laws and regulations. The implementation is good, and there are no disputes, or any incidents happened.
- (V) In the most recent year and as of the date of this report was printed, the loss due to labor-management disputes, and the estimated amount and countermeasures of current and future possible incidents should be disclosed: None.
VI. Information Security Management (Added Additional Information)
- (I) Information Security Risk Management Structure
The competent authority for the information security of the Company is the information center in the president's office, which is responsible for the planning and implementation of the establishment and management of the information computer room, computer information file security, network security, email security management, information system access control, and the promotion of information security awareness; comply with the Company's audit unit to conduct information security audits, including internal audits and external audits, regularly assess information security risks and report the implementation status to the board of directors.
(II) Information Security Policy
To protect the information assets from external threats or internal inappropriate management and the risks of information leakage, damage or loss, the Company has established the policy as follows, for all colleagues to follow:
-
Established the "Information Security Management Regulations" to provide appropriate protection measures for information assets to secure their confidentiality.
-
Regularly assess and review the information security strategy to ensure the continuous operation of the Company's business.
-
Through information security publicity from time to time to enhance the information security awareness of the Company’s staff.
-
Require the staff of the Company not to use unauthorized software.
(III) Specific Information Security Management Plan
The Company's current main measures and implementation of information security risk management are as follows, which can effectively protect information security; after evaluating the insurance coverage of information security insurance, its applicable industries and other items, the Company will not participate in information security insurance for the time being. Reduce the risk of data and network errors or omissions through regular security checks of firewalls and anti-virus software, regular backups, disaster recovery, and information security promotion, and report to the board of directors on 25 January 2022:
| No | Item | Specific Management Plan |
|---|---|---|
| 1 | Firewall Protection |
In the firewall set-up connection rules, by default, only basic Internet and email connections are opened. Firewall settings establish connection rules, defaulting to closing all external connections and only allowing connections to the internal LAN. If special connection is needed, should be approved by senior executives before opening. Monitor and analyze the number of firewall attacks every week. |
~~85~~
| No | Item | Specific Management Plan |
|---|---|---|
| 2 | User Internet Control Mechanism |
Use an automatic website protection system to monitor users' online behavior. Automatically filters websites which may link to Trojan horse viruses, ransomware viruses or malicious programs for users when surfing the Internet. Unauthorized use of instant messaging software, Web Mail, network hard drive, file transfer and other network services isprohibited. |
| 3 | Wireless Network Control Mechanism |
Wireless network is only open to mobile devices such as business laptops, mobile phones, and tablets, and can only be opened after approval by senior executives. Wireless network needs to be locked with the MAC address of the device to ensure that only approved devices can be used. For items 4, 5, 6, 7, according to the user's device and needs, set different SSID connections to control the authority of the connected host. |
| 4 | Information Data Center Security Management |
There is an access control of the data center, and no entry is allowed without permission. Data center has an UPS uninterruptible power supply, which can shut down the server in case of an abnormal power outage, so as to protect the server system from failure due to power outage. |
| 5 | Antivirus Software |
Use a variety of antivirus software to diversify the risk of new virus infection. Utilize antivirus software to mitigate the risk of infection from new viruses.egularly update the virus code of the antivirus software to reduce the risk of infection. Regularly update antivirus software virus definitions to minimize the risk of infection. |
| 6 | USB Flash Drive Access Control |
The use of USB devices is prohibited by default on the user's computer. The use of USB devices due to official needs must be approved by the head of the department before opening. USB devices must be certified by the information department before they can be used. Uncertified USB devices cannot be used even if the computer is opened for USB devices. |
| 7 | Operating System Update |
The major and security updates of the operating system are uniformly controlled by the automatic update system, and are automatically dispatched and installed on the Company's computers. The information department monitors those that have not been updated for some reason and assists in updating. |
| 8 | Email Security Control |
Threat protection with automatic email scanning prevents unsafe attachment files, phishing emails, and spam before users receive emails, and expands the scope of protection against malicious links. After the PC receives the email, the antivirus software will also scan for unsafe attachment files. |
| 9 | User Email SecurityControl |
It can count the number of external emails sent and received by users, monitor abnormal sendingand receivingconditions,andprevent confidential information from leaking. |
| 10 | Website Protection Mechanism |
The website has a firewall device to block external network attacks. |
| 11 | High Availability Backup Mechanism |
All material information systems have established high-availability mechanisms. It can restore system operation in the shortest time in case of system failure. |
| 12 | Information System and Database Backup |
Material information system databases are set for daily complete backup, noon, and evening differential backup. Information system programs are fully backed up once a day. |
| 13 | Offsite Storage | The backup files of the server and various information systems are stored separately in the information data centers of differentplants. |
| 14 | Material File Upload Server |
The material files of each department in the Company are uploaded to the server for storage, and are backed up and stored by the information department. |
| 15 | Information Center Inspection Record Form |
The information center inspection record form is used to record the temperature and humidity of the data centers, data backup, antivirus software update and other records. |
~~86~~
VII. The Framework of Task Force on Climate-related Financial Disclosures
| Level | Execution Explanation |
|---|---|
| Governance | The board of directors is the highest supervisory authority for matters concerning climate change risks and opportunities. It holds the responsibility of approving, reviewing, and overseeing risk strategies and policies. Furthermore, it guides the company in exploring new business opportunities related to climate change. The board of directors has established the “Sustainable Development Management Committee”, chaired by the president, to comprehensively promote corporate sustainability. The committee convenes meetings at least once a year and reports progress to the board of directors. Its responsibilities encompass corporate governance, environmental sustainability, green partnerships, customer relations, employee relations, and social care. Department heads identify sustainability issues of concern, including risks involving operations, finance, environment, hazardous events, and climate change. Theyformulate actionplans and establish continuous improvementplans. |
| Strategy | Department heads assess the risks and opportunities that climate change may bring, such as regulatory policy risks related to greenhouse gas reduction and emission reporting obligations, or policies such as carbon taxes and fees. They evaluate the impact on the company's operations and finances based on the time of occurrence and the degree of impact. Additionally, they actively monitor opportunities arising from greenhouse gas emissions for products. When designing products, they consider the environmental impacts and aim to reduce carbon emissions at each stage. Furthermore, they continuously improve energy efficiency in company operations and consider building solar power stations in available factory spaces to enhance renewable energyutilization. |
| Risk Mana gement |
Chang Type’s board of directors has approved the “Risk Management Measures”, whereby each business unit with responsibilities should identify changes in risks related to operations, finance, environment, hazardous events, and climate change. They should also formulate risk management policies and execute board risk decisions. Adopting the framework provided by the Task Force on Climate-related Financial Disclosures (TCFD), the company analyzes the potential risks and opportunities of climate change to its operations and their impact on finances. Furthermore, they prioritize and review countermeasure plans based on the time of occurrence and the intensity of impact. The risk management department reports to the board of directors annually, presenting updates on the company's transformation and changes in physical risks, along with evaluation results, enabling the Board to stay informed. This allows board members to enhance their international awareness of trends in international climate change governance and grasp keyopportunities for the development of a low-carbon economy. |
| Indicator and Target |
Establishing goals for greenhouse gas management, water resource management, energy management, and product development to build sustainable business capabilities for the enterprise. |
~~87~~
VIII. Important Contracts:
(The parties, main contents, restrictive clauses, and contract start and end dates of supply and sales contracts, technical cooperation contracts, construction contracts, long-term loan contracts, and other important contracts that can affect shareholders' rights and interests, which are still valid or expired in the most recent year and as of the date of this report was printed)
| Nature of Contract |
Party of Contract | Contract Start and End Dates |
Main Content | Restrictive Clause |
|---|---|---|---|---|
| Loan Contract |
First Commercial Bank |
November 2022- November 2023 |
A comprehensive loan with a NTD200,000thousand limit |
None |
| Loan Contract |
Mega International Commercial Bank |
July 2023- July2024 |
A comprehensive loan with a NTD600,000thousand limit |
None |
| Loan Contract |
CTBC Bank | August 2023- August 2024 |
A comprehensive loan with a NT$200,000thousand limit |
None |
| Loan Contract |
Taipei Fubon Bank | September 2023- September 2024 |
A comprehensive loan with a NTD220,000thousand limit |
None |
| Loan Contract |
Bank SinoPac | February 2023- February2024 |
A comprehensive loan with a NTD200,000thousand limit |
None |
| Loan Contract |
Cathay United Bank | December 2023- December 2024 |
A comprehensive loan with a NTD200,000thousand limit |
None |
| Loan Contract |
China Bills Finance Corporation |
March 2023- March 2024 |
A comprehensive loan with a NTD150,000thousand limit |
None |
| Loan Contract |
Citibank | June 2023- June 2024 |
A comprehensive loan with a USD7 million (NTD210,000 thousand)limit |
None |
| Loan Contract |
Far Eastern International Bank |
December 2022~ December 2023 |
A comprehensive loan with a NTD150,000thousand limit |
|
| Loan Contract |
Taishin International Bank |
November 2023~ November 2024 |
A comprehensive loan with a NTD200,000thousand limit |
None |
| Loan Contract |
Shanghai Commercial and Savings Bank |
August 2023~ August 2024 |
A comprehensive loan with a NTD150,000 thousand |
None |
| Loan Contract |
E.SUN Commercial Bank |
October 2023~ October 2024 |
A comprehensive loan with a NTD200,000thousand |
None |
| Loan Contract |
Yuanta Bank | August 2023~ August 2024 |
A comprehensive loan with a NTD150,000thousand |
None |
| Loan Contract |
DBS Bank | April 2022~ April 2023 |
A comprehensive loan with a NTD200,000thousand |
None |
| Loan Contract |
Dah Chung Bills FinanceCorporation |
June 2023~ June 2024 |
A comprehensive loan with a NTD150,000thousand |
None |
| Setting Encumbrance of Superficies Contract |
Taiwan Sugar Corporation |
October 2004~ October 2024 |
Provided 30,803.35122 m2 of land in Type B industrial zone at land No. 51, Houli District (), Taichung City, for plant construction |
Non- transferable |
| January 2006~ October 2024 |
Provided 3,877.69167 m2 of reserved land for water works at land No. 50-2, Houli District (), Taichung City, as the land for the use of greening for plant construction |
|||
| Land Leasehold Rights Setting Contract |
Exeter Victor Hill Land LLC. |
December 2021~ November 2026 |
Subsidiary DPEC needs to increase warehousing and distribution centers in response to new business needs. Lease a new warehouse, with an area of 285,240 ft2 (approximately 26,495.987 m2), at 497 Robin Lake Road (Building B) Duncan, SC from a non-related person Exeter Victor Hill Land LLC. |
None |
~~88~~
Financial Information
- I. Condensed Balance Sheet and Comprehensive Income Statement for the Recent Five Years. Names of the CPAs and Audit Opinions
(I) Condensed Balance Sheet (Consolidated under IFRS):
Unit: In thousands of NTD
| Year Item |
Year Item |
Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial information as of 31 March 2024 (Note 3) |
|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Current Assets | 2,115,799 | 2,891,557 | 4,054,097 | 2,477,225 | 2,596,512 | 2,315,474 | |
| Property, Plant, and Equipment(Note 2) |
650,507 | 633,269 | 636,471 | 645,831 | 617,149 | 611,368 | |
| Right-of-Use Assets | 207,384 | 194,384 | 370,690 | 344,336 | 613,545 | 614,388 | |
| Intangible Assets | 54,854 | 46,246 | 39,681 | 31,882 | 22,051 | 19,643 | |
| Other Assets (Note 2) | 72,625 | 74,268 | 95,056 | 111,842 | 129,000 | 130,697 | |
| Total Assets | 3,101,169 | 3,839,724 | 5,195,985 | 3,611,116 | 3,978,257 | 3,691,570 | |
| Current Liabilities |
Before Distribution |
1,546,510 | 1,845,215 | 2,981,838 | 1,282,112 | 1,483,518 | 1,211,357 |
| After Distribution |
1,546,510 | 2,081,615 | 3,178,838 | 1,360,912 | 1,522,918 | 1,250,757 | |
| Non-current Liabilities | 277,176 | 280,055 | 445,818 | 453,078 | 583,557 | 526,173 | |
| Total Liabilities |
Before Distribution |
1,823,686 | 2,125,270 | 3,427,656 | 1,735,190 | 2,067,075 | 1,737,530 |
| After Distribution |
1,823,686 | 2,361,670 | 3,621,656 | 1,813,990 | 2,106,475 | 1,776,930 | |
| Equity Attributable to Shareholders of the Parent |
1,277,483 | 1,714,454 | 1,768,329 | 1,875,926 | 1,911,182 | 1,954,040 | |
| Capital Stock | 788,000 | 788,000 | 788,000 | 788,000 | 788,000 | 788,000 | |
| Capital Reserve | 1,364 | 1,364 | 1,364 | 1,364 | 1,364 | 1,364 | |
| Retained Earnings |
Before Distribution |
494,555 | 949,137 | 1,013,653 | 1,096,480 | 1,131,349 | 1,112,359 |
| After Distribution |
494,555 | 712,737 | 816,653 | 1,017,680 | 1,091,949 | 1,112,359 | |
| Other Equities | (6,436) | (24,047) | (34,688) | (9,918) | (9,531) | 12,917 | |
| TreasuryShares | 0 | 0 | 0 | 0 | 0 | 0 | |
| Non-controllingInterests | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total Equity | Before Distribution |
1,277,483 | 1,714,454 | 1,768,329 | 1,875,926 | 1,911,182 | 1,954,040 |
| After Distribution |
1,277,483 | 1,478,054 | 1,571,329 | 1,797,126 | 1,871,782 | 1,914,640 |
Note 1: The financial information as of 2019-2023 have been audited and certified by the CPAs.
Note 2: Disclose the date of the revaluation and the revaluation value-added amount: None.
Note 3: Consolidated financial figures as of 31 March 2024 have been reviewed by the CPAs.
Note 4: The amount after distribution shall refer to the amount determined after the resolution in the shareholders’ meeting in the following fiscal year.
Note 5: The financial data that is notified by the authority to be corrected or restated by the company should be compiled with the corrected or restated figures. The circumstances and reasons should be indicated.
~~89~~
(II) Condensed Balance Sheet (Consolidated under IFRS):
Unit: In thousands of NTD, except earnings per share amounts
| Unit: In thousands of NTD,except earnings | Unit: In thousands of NTD,except earnings | Unit: In thousands of NTD,except earnings | Unit: In thousands of NTD,except earnings | Unit: In thousands of NTD,except earnings | per share amounts | |
|---|---|---|---|---|---|---|
| Year Item |
Financial Information for the recent five years (Note 1) | Financial information as of 31 March 2024(Note 2) |
||||
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| Operating Revenue | 4,200,061 | 5,271,945 | 6,202,947 |
4,057,447 | 3,378,030 | 721,477 |
| Gross Profit | 770,491 | 1,066,775 |
781,131 | 594,471 | 662,828 | 126,143 |
| Income (Loss) from Operation |
415,626 | 685,407 | 394,935 | 170,758 | 285,183 | (4,069) |
| Non-operating Income and Expenses |
(80,312) | (94,673) | (23,728) | 185,208 | (139,004) | 67,299 |
| Income (Loss) before Income Tax |
335,314 | 590,734 |
371,207 | 355,966 | 146,179 | 63,230 |
| Net Income (Loss) from ContinuingOperations |
251,476 | 456,555 | 299,261 | 272,059 | 115,190 | 59,810 |
| Income (Loss) from Discontinued Operations |
0 | 0 | 0 | 0 | 0 | 0 |
| Net Income (Loss) | 251,476 | 456,555 | 299,261 | 272,059 | 115,190 | 59,810 |
| Other Comprehensive Income (Loss) (Net of Tax) |
(4,836) | (19,584) | (8,986) | 32,538 | (1,134) | 22,448 |
| Total Comprehensive Income(Loss) |
246,640 | 436,971 | 290,272 | 304,597 | 114,056 | 82,258 |
| Net ncome attributable to shareholders of theparent |
251,476 | 456,555 | 299,261 | 272,059 | 115,190 | 59,810 |
| Net income attributable to non-controllinginterest |
0 | 0 | 0 | 0 | 0 | 0 |
| Comprehensive income attributable to Shareholders of theparent |
246,640 | 436,971 |
290,272 | 304,597 | 114,056 | 82,258 |
| Comprehensive income attributable to non- controllinginterest |
0 | 0 | 0 | 0 | 0 | 0 |
| Earnings Per Share | 3.19 | 5.79 | 3.80 | 3.45 | 1.46 | 0.76 |
Note 1: The financial information as of 2019-2023 have been audited and certified by the CPAs. Note 2: The consolidated financial information as of 31 March 2024 has been reviewed by the CPAs.
Note 3: Losses from discontinued operations are presented net of income tax.
Note 4: The financial data that is notified by the authority to be corrected or restated by the company should be compiled with the corrected or restated figures. The circumstances and reasons should be indicated.
~~90~~
(III) Condensed Balance Sheet (Separate under IFRS):
| (III) Condensed Balance Sheet (Separate under IFRS): | (III) Condensed Balance Sheet (Separate under IFRS): | (III) Condensed Balance Sheet (Separate under IFRS): | (III) Condensed Balance Sheet (Separate under IFRS): | (III) Condensed Balance Sheet (Separate under IFRS): | (III) Condensed Balance Sheet (Separate under IFRS): | (III) Condensed Balance Sheet (Separate under IFRS): |
|---|---|---|---|---|---|---|
| Unit: In thousands of NTD Year Item Financial Information for the recent five years (Note 1) 2019 2020 2021 2022 2023 Current Assets 1,908,785 2,651,462 3,834,642 1,936,981 2,104,531 Investment at EquityMethod 324,083 322,975 313,913 616,135 584,499 Property, Plant and Equipment 504,865 501,136 510,132 506,449 482,339 Right-of-Use Assets 205,921 193,546 188,926 191,069 500,801 Intangible Assets 54,854 46,246 39,681 31,882 22,051 Other Assets 62,100 68,174 71,585 87,299 93,120 Total Assets 3,060,608 3,783,539 4,958,879 3,369,815 3,787,341 Current Liabilities Before Distribution 1,516,688 1,799,874 2,907,653 1,195,554 1,402,282 After Distribution 1,516,688 2,036,274 3,104,653 1,274,354 1,441,682 Non-current Liabilities 266,437 269,211 282,897 298,335 473,877 Total Liabilities Before Distribution 1,783,125 2,069,085 3,190,550 1,493,889 1,876,159 After Distribution 1,783,125 2,305,485 3,387,550 1,572,689 1,915,559 Equity Attributable to Shareholders of the Parent 1,277,483 1,714,454 1,768,329 1,875,926 1,911,182 Capital Stock 788,000 788,000 788,000 788,000 788,000 Capital Reserve 1,364 1,364 1,364 1,364 1,364 Retained Earnings Before Distribution 494,555 949,137 1,013,653 1,096,480 1,131,349 After Distribution 494,555 712,737 816,653 1,017,680 1,091,949 Other Equities (6,436) (24,047) (34,688) (9,918) (9,531) TreasuryShares 0 0 0 0 0 Non-controllingInterests 0 0 0 0 0 Total Equity Before Distribution 1,277,483 1,714,454 1,768,329 1,875,926 1,911,182 After Distribution 1,277,483 1,748,054 1,571,329 1,797,126 1,871,782 |
||||||
| Financial Information for the recent five years (Note 1) | ||||||
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| 1,908,785 | 2,651,462 | 3,834,642 | 1,936,981 | 2,104,531 | ||
| 324,083 | 322,975 | 313,913 | 616,135 | 584,499 | ||
| 504,865 | 501,136 | 510,132 | 506,449 | 482,339 | ||
| 205,921 | 193,546 | 188,926 | 191,069 | 500,801 | ||
| 54,854 | 46,246 | 39,681 | 31,882 | 22,051 | ||
| 62,100 | 68,174 | 71,585 | 87,299 | 93,120 | ||
| 3,060,608 | 3,783,539 | 4,958,879 | 3,369,815 | 3,787,341 | ||
| Before Distribution | 1,516,688 | 1,799,874 | 2,907,653 | 1,195,554 | 1,402,282 | |
| After Distribution | 1,516,688 | 2,036,274 | 3,104,653 | 1,274,354 | 1,441,682 | |
| 266,437 | 269,211 | 282,897 | 298,335 | 473,877 | ||
| Before Distribution | 1,783,125 | 2,069,085 | 3,190,550 | 1,493,889 | 1,876,159 | |
| After Distribution | 1,783,125 | 2,305,485 | 3,387,550 | 1,572,689 | 1,915,559 | |
| 1,277,483 | 1,714,454 | 1,768,329 | 1,875,926 | 1,911,182 | ||
| 788,000 | 788,000 | 788,000 | 788,000 | 788,000 | ||
| 1,364 | 1,364 | 1,364 | 1,364 | 1,364 | ||
| Before Distribution | 494,555 | 949,137 | 1,013,653 | 1,096,480 | 1,131,349 | |
| After Distribution | 494,555 | 712,737 | 816,653 | 1,017,680 | 1,091,949 | |
| (6,436) | (24,047) | (34,688) | (9,918) | (9,531) | ||
| 0 | 0 | 0 | 0 | 0 | ||
| 0 | 0 | 0 | 0 | 0 | ||
| Before Distribution | 1,277,483 | 1,714,454 | 1,768,329 | 1,875,926 | 1,911,182 | |
After Distribution |
1,277,483 | 1,748,054 | 1,571,329 | 1,797,126 | 1,871,782 |
Note 1: The financial information as of 2019-2023 have been audited and certified by the CPAs. Note 2: The amount after distribution shall refer to the amount determined after the resolution in the shareholders’ meeting in the following fiscal year.
(IV) Condensed Comprehensive Income Statement (Separate under IFRS):
Unit: In thousands of NTD, except earnings per share amounts
| Year Item |
Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) | Financial Information for the recent five years (Note 1) |
|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | |
| OperatingRevenue | 3,983,450 | 5,042,485 | 6,171,317 | 4,058,588 | 3,015,023 |
| Gross Profit | 585,391 | 893,526 | 639,962 | 373,981 | 450,484 |
| Income(Loss)from Operating | 365,591 | 657,299 | 419,977 | 172,422 | 302,398 |
| Non-operatingIncomes and Expenses | (42,788) | (71,755) | (47,984) | 163,309 | (144,837) |
| Income(Loss)before Income Tax | 322,803 | 585,544 | 371,993 | 335,731 | 157,561 |
| Net Income(Loss)from ContinuingOperations | 251,476 | 456,555 | 299,261 | 272,059 | 115,190 |
| Income(Loss)from Discontinued Operations | 0 | 0 | 0 | 0 | 0 |
| Net Income (Loss) | 251,476 | 456,555 | 299,261 | 272,059 | 115,190 |
| Other comprehensive income(income after tax) | (4,836) | (19,584) | (8,986) | 32,538 | (1,134) |
| Total comprehensive income | 246,640 | 436,971 | 290,275 | 304,597 | 114,056 |
| Net income attributable to shareholders of theparent | 251,476 | 456,555 | 299,261 | 272,059 | 115,190 |
| Net income attributable to non-controllinginterest | 0 | 0 | 0 | 0 | 0 |
| Comprehensive income attributable to Shareholders of the parent |
246,640 | 436,971 | 290,275 | 304,597 | 114,056 |
| Comprehensive income attributable to non- controlling interest |
0 | 0 | 0 | 0 | 0 |
| Earnings PerShare | 3.19 | 5.79 | 3.80 | 3.45 | 1.46 |
Note 1: The financial information as of 2019-2023 have been audited and certified by the CPAs.
~~91~~
(V) Names of the CPAs for the recent five years, and audit opinions:
| Year | CPA Firm | Name | Audit Opinion | Remark |
|---|---|---|---|---|
| 2019 | EY Taiwan | Chin Yuan Tu,Wen Pi Yen | Unqualified opinion | - |
| 2020 | EY Taiwan | Chin Yuan Tu,Yu TingHuang | Unqualified opinion | - |
| 2021 | EY Taiwan | Chin Yuan Tu,Yu TingHuang | Unqualified opinion | - |
| 2022 | EY Taiwan | Wen Chen Lo,Yu TingHuang | Unqualified opinion | - |
| 2023 | EY Taiwan | Wen Chen Lo,Yu TingHuang | Unqualified opinion | |
| Q1 2024 | EY Taiwan | Wen Chen Lo,Yu TingHuang | Unqualified opinion | - |
II. Financial Analysis for the Recent Five Years
(I) Consolidated Financial Analysis - Under IFRS:
| (I)Consolidated Financial Analysis - Under IFRS: | (I)Consolidated Financial Analysis - Under IFRS: | ||||||
|---|---|---|---|---|---|---|---|
| Year Item of Analysis |
Financial Analysis for the Most Recent Five Years (Note 1) |
Financial Information as of 31 March 2024 |
|||||
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Financial Structure |
Debts Ratio (%) | 58.81 | 55.34 | 65.96 | 48.05 | 51.95 | 47.06 |
| Long-Term Fund to Property, Plant and Equipment Ratio(%) |
196.38 | 270.73 | 277.83 | 290.46 | 309.67 | 319.61 | |
| Liquidity | Current Ratio (%) | 136.81 | 156.70 | 135.81 | 193.21 | 175.02 | 191.14 |
| Quick Ratio (%) | 90.45 | 114.62 | 85.37 | 85.62 | 97.48 | 102.64 | |
| Interest Coverage Ratio | 35.43 | 77.77 | 35.55 | 16.84 | 8.74 | 8.00 | |
| Operating Performance |
Accounts Receivable Turnover (times) | 3.34 | 3.42 | 2.90 | 2.46 | 3.01 | 2.31 |
| Average Collection Days | 109.28 | 106.72 | 125.86 | 148.37 | 121.26 | 158.00 | |
| Inventory Turnover (times) | 5.43 | 5.77 | 4.87 | 2.44 | 2.18 | 2.18 | |
| Accounts Payable Turnover (times) | 4.92 | 4.83 | 4.44 | 3.91 | 167.43 | 167.43 | |
| Average Inventory Turnover Days | 67.21 | 63.25 | 74.94 | 149.59 | 5.51 | 4.50 | |
| Property, Plant and Equipment Turnover (times) |
6.40 | 8.21 | 9.77 | 6.32 | 5.34 | 4.69 | |
| Total Assets Turnover (times) | 1.42 | 1.51 | 1.37 | 0.92 | 0.89 | 0.75 | |
| Profitability | ROA (%) | 8.78 | 13.33 | 6.81 | 6.58 | 3.43 | 1.74 |
| ROE (%) | 21.07 | 30.51 | 17.18 | 14.93 | 6.08 | 3.09 | |
| Pre-tax income to Paid-in Capital Ratio(%) |
42.55 | 74.96 | 47.1 | 45.17 | 18.55 | 8.02 | |
| Net Margin (%) | 5.99 | 8.66 | 4.82 | 6.70 | 3.40 | 8.28 | |
| Earnings Per Share (NT$) | 3.19 | 5.79 | 3.76 | 3.45 | 1.46 | 0.76 | |
| Cash Flow | Cash Flow Ratio (%) | 26.97 | 10.04 | (21.29) | 89.30 | 12.09 | 14.92 |
| Cash Flow Adequacy(%) | 88.23 | 89.27 | 9.5 | 74.35 | 85.37 | 65.44 | |
| Cash Flow Reinvestment Ratio (%) | 28.94 | 8.31 | (17.14) | 52.06 | 10.02 | 6.96 | |
| Leverage | Operating Leverage | 1.87 | 1.54 | 1.99 | 3.88 | 2.51 | (33.32) |
| Financial Leverage | 1.02 | 1.01 | 1.02 | 1.15 | 1.07 | 0.31 |
Note 1: The financial information as of 2019-2023 have been audited and certified by the CPAs. Note 2: The consolidated financial information as of 31 March 2024 has been reviewed by the CPAs.
~~92~~
The reasons for changes in financial ratios above 20% over the past two years. (The increase or decrease less than 20% is exempted):
-
Since the beginning of this year, the global economy has faced ongoing challenges due to persistent high inflation from last year, the Russia-Ukraine conflict, interest rate hikes, and the strength of the US dollar, all amid the easing of the pandemic. These factors have collectively eroded consumer confidence and purchasing power, leading to suppressed demand and a continuation of the sharp decline seen last year. Additionally, manufacturers are grappling with challenges such as excess customer inventories and the heightened risk of increased US sanctions against China. These factors have exacerbated the pressure of global economic recession, resulting in widespread sluggishness across multiple industries, impacting manufacturers significantly. To cope with this situation, the Company has reduced its expenses and encouraged its employees to take leave. As a result, the consolidated revenue has declined by 16.7% to NTD33.78 billion compared to last year.
-
2.In this period, the continuous impact of significantly reduced sales orders has affected the Company’s product line. The United States, due to effective inflation control measures, halted interest rate hikes, resulting in a weakening of the US dollar starting from Q4. The average depreciation of the New Taiwan dollar against the US dollar was 5.95%, increasing the gross profit margin of the Company’s products. Consequently, the gross profit of the Company’s products increased by 12% compared to the previous period. Operating expenses decreased due to corresponding reductions in export, shipping, and sales warranty expenses, besides the decrease in sales. Subsidiaries also reduced expenditures on warehouse lease personnel and related equipment maintenance. Additionally, there were no expenses related to handling last year's product patent disputes. As a result, consolidated operating profit increased by 67% to NTD285 million.
-
The non-operating net expenses increased by NTD324 million. The United States saw significant results from its inflation control measures, leading to the cessation of interest rate hikes. Starting from Q4, the US dollar weakened, while the New Taiwan dollar appreciated. Consequently, exchange gains decreased substantially by NTD285 million. Secondly, a provision of NTD145 million was allocated for heavy-duty compensation for parts manufactured and sold by subcontractors. This provision exceeded the prior-period expense of NTD107.5 million related to product patent dispute settlements, resulting in an increase of NTD37.5 million.
-
Due to a significant increase in accounts receivable two years ago, which were collected last year, there was a substantial increase in net cash inflows from operating activities and repayment of short-term borrowings. As a result of the aforementioned reasons, both sales and profits have declined significantly this year and last year, leading to a substantial decrease in net cash inflows from operating activities and repayment of short-term borrowings this year. This has also affected the turnover rates of accounts receivable turnover and accounts payable turnover.
-
Due to the aforementioned factors, several indicators such as liquidity, operating performance, and profitability have declined compared to last year.
The calculation Formula of the Analysis Items is as Follows:
-
Financial Structure
-
(1) Debts Ratio = Total liabilities/Total assets.
-
(2) Long-Term Fund to Property, Plant and Equipment Ratio = (Total equity+Non current liabilities)/Property, Plant and Equipment (net).
-
Liquidity
-
(1) Current Ratio = Current assets/Current liabilities.
-
(2) Quick Ratio = (Current assets-Inventories-Prepaid expenses)/Current liabilities.
-
(3) Interest Coverage Ratio = Net income before income tax and interest expense/Interest expense for the current period.
~~93~~
-
Operating Performance
-
(1) Accounts Receivable (including accounts receivable and bills receivable arising from business operations) Turnover = Net sales/Average balance of receivables for each period (including accounts receivable and bills receivable arising from business operations).
-
(2) Average Collection Days = 365/Accounts receivable turnover.
-
(3) Inventory Turnover = Cost of sales/Average inventory amount.
-
(4) Accounts Payable (including accounts payable and bills payable arising from business operations) Turnover = Cost of sales/Average balance of payables for each period (including accounts payable and bills payable arising from business operations).
-
(5) Average Inventory Turnover Days = 365/Inventory turnover.
-
(6) Property, Plant and Equipment Turnover = Net sales/Average property, plant and equipment (net).
-
(7) Total Assets Turnover = Net sales/Average total assets.
-
-
Profitability
-
(1) ROA = [Profit and loss after tax
+Interest expense × (1-tax rate)]/Average total assets. -
(2) ROE = Profit and loss after tax/Average total equity.
-
(3) Net Margin Ratio = Profit and loss after tax/Net sales.
-
(4) Earnings Per Share = (Profit and loss attributable to the owner of the parent company-special dividend)/Weighted average number of shares issued. (Note 1)
-
-
Cash Flow
-
(1) Cash Flow Ratio = Net cash flow from operating activities/Current liabilities.
-
(2) Net Cash Flow Adequacy Ratio = Net cash flow from operating activities in the last five years/(Capital expenditures
+Increase in inventory + Cash dividend) of the last five years.
-
-
(3) Cash Flow Reinvestment Ratio = (Net cash flow from operating activities-Cash dividend)/(Gross property, plant and equipment + Long-term investment + Other non-current assets + Operating capital). (Note 2)
-
-
Leverage
-
- -
(1) Operating Leverage = (Net operating income Variable operating costs and expenses)/Operating profit. (Note 3)
-
(2) Financial Leverage = Operating profit/(Operating profit-Interest expense).
-
-
Note 1: When calculating the earnings per share, special attention should be paid to the following matters: (1) Based on the weighted average number of shares of common stock, not the number of shares outstanding at the end of the year.
-
(2) Where there is a cash capital increase or treasury stock trading, the weighted average number of shares shall be calculated in consideration of its circulation period.
-
(3) Where there is a capital increase from surplus or capital reserve, when calculating the earnings per share for previous years and half-years, retrospective adjustments should be made according to the capital increase ratio, regardless of the issuance period of the capital increase.
-
(4) If the preferred shares are non-convertible cumulative preferred shares, the dividends for the year (whether paid or not) shall be deducted from the net profit after tax or added to the net loss after tax. If the preferred stock is of a non-cumulative nature, if there is a net profit after tax, the preferred stock dividend shall be deducted from the net profit after tax; if it is a loss, there is no need to adjust it.
-
-
Note 2: When measuring cash flow analysis, special attention should be paid to the following matters:
-
(1) Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.
-
(2) Capital expenditure refers to the annual cash outflow for capital investment.
-
(3) The increase in inventory is only included when the closing balance is greater than the opening balance. If the inventory decreases at the end of the year, it is calculated as nil.
-
(4) Cash dividends include cash dividends on ordinary shares and preferred shares.
-
(5) The gross amount of property, plant and equipment is the total amount of property, plant and equipment before accumulated depreciation.
-
-
Note 3: The issuer should classify various operating costs and operating expenses into fixed and variable according to their nature. If there is an estimate or subjective judgment involved, they should pay attention to their rationality and maintain consistency.
Note 4: If the shares of the company have no par value or the denomination per share is not NT$10, the ratio of the paidin capital previously stated shall be calculated as the ratio of equity attributable to the owners of the parent company on the balance sheet.
~~94~~
(II) Financial Analysis – Separate under IFRS
| (II)Financial Analysis – Separate under IFRS | (II)Financial Analysis – Separate under IFRS | |||||
|---|---|---|---|---|---|---|
| Year Item of Analysis |
Financial Analysis for the Most Recent Five Years(Note 1) | |||||
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| Financial Structure |
Debts Ratio (%) | 58.26 | 54.68 | 64.34 | 44.33 | 49.53 |
| Long-Term Fund to Property, Plant and Equipment Ratio (%) |
253.03 | 342.11 | 346.64 | 370.40 | 396.23 | |
| Liquidity | Current Ratio (%) | 125.85 | 147.31 | 131.88 | 162.01 | 150.07 |
| Quick Ratio (%) | 88.13 | 111.80 | 92.00 | 117.61 | 118.08 | |
| Interest Coverage Ratio | 34.25 | 77.68 | 37.54 | 21.56 | 12.26 | |
| Operating Performance |
Accounts Receivable Turnover (times) | 3.12 | 3.18 | 2.74 | 2.20 | 2.43 |
| Average Collection Days | 117.02 | 114.77 | 133.21 | 165.9 | 150.20 | |
| Inventory Turnover (times) | 6.91 | 7.06 | 6.37 | 4.56 | 5.39 | |
| Accounts Payable Turnover (times) | 4.85 | 4.72 | 4.58 | 80.04 | 67.71 | |
| Average Inventory Turnover Days | 52.83 | 51.69 | 57.29 | 4.23 | 5.16 | |
| Property, Plant and Equipment Turnover (times) |
7.86 | 10.02 | 12.2 | 7.98 | 6.09 | |
| Total Assets Turnover (times) | 1.37 | 1.47 | 1.41 | 0.97 | 0.84 | |
| Profitability | ROA (%) | 8.88 | 13.51 | 7.03 | 6.84 | 3.53 |
| ROE (%) | 21.07 | 30.51 | 17.18 | 14.93 | 6.08 | |
| Pre-tax income to Paid-in Capital Ratio (%) | 40.96 | 74.30 | 47.2 | 42.60 | 19.99 | |
| Net Margin (%) | 6.31 | 9.05 | 4.84 | 6.70 | 3.82 | |
| Earnings Per Share (NTD) | 3.19 | 5.79 | 3.8 | 3.45 | 3.45 | |
| Cash Flow | Cash Flow Ratio (%) | 23.04 | 6.71 | -19.78 | 104.23 | 15.74 |
| Cash Flow Adequacy (%) | 84.58 | 82.56 | 9.41 | 137.65 | 147.67 | |
| Cash Flow Reinvestment Ratio (%) | 25.34 | 5.49 | -14.56 | 57.61 | 12.15 | |
| Leverage | OperatingLeverage | 1.85 | 7.54 | 14.49 | 23.22 | 1.84 |
| Financial Leverage | 1.03 | 1.01 | 1.02 | 1.10 | 1.04 |
Note 1: The financial information as of 2019-2023 have been audited and certified by the CPAs.
The reasons for changes in financial ratios above 20% over the past two years. (The increase or decrease less than 20% is exempted):
For the analysis, please refer to the description under (II) (I) Consolidated Financial Analysis - Under IFRS.
The calculation Formula of the Analysis Items:
-
Financial Structure
-
(1) Debts Ratio = Total liabilities/Total assets.
-
(2) Long-Term Fund to Property, Plant and Equipment Ratio = (Total equity+Non current liabilities)/Property, Plant and Equipment (net).
-
Liquidity
-
(1) Current Ratio = Current assets/Current liabilities.
-
(2) Quick Ratio = (Current assets-Inventories-Prepaid expenses)/Current liabilities.
-
(3) Interest Coverage Ratio = Net income before income tax and interest expense/Interest expense for the current period.
-
Operating Performance
-
(1) Accounts Receivable (including accounts receivable and bills receivable arising from business operations) Turnover = Net sales/Average balance of receivables for each period (including accounts receivable and bills receivable arising from business operations).
-
(2) Average Collection Days = 365/Accounts receivable turnover.
~~95~~
- (3) Inventory Turnover = Cost of sales/Average inventory amount.
- (4) Accounts Payable (including accounts payable and bills payable arising from business operations) Turnover = Cost of sales/Average balance of payables for each period (including accounts payable and bills payable arising from business operations).
- (5) Average Inventory Turnover Days = 365/Inventory turnover.
- (6) Property, Plant and Equipment Turnover = Net sales/Average property, plant and equipment (net).
- (7) Total Assets Turnover = Net sales/Average total assets.
-
Profitability
-
(1) ROA = [Profit and loss after tax
+Interest expense × (1-tax rate)]/Average total assets. -
(2) ROE = Profit and loss after tax/Average total equity.
-
(3) Net Margin Ratio= Profit and loss after tax/Net sales.
-
(4) Earnings Per Share = (Profit and loss attributable to the owner of the parent company-special dividend)/Weighted average number of shares issued. (Note 1)
-
-
Cash Flow
-
(1) Cash Flow Ratio = Net cash flow from operating activities/Current liabilities.
-
(2) Net Cash Flow Adequacy Ratio = Net cash flow from operating activities in the last five years/(Capital expenditures
+Increase in inventory + Cash dividend) of the last five years. -
(3) Cash Flow Reinvestment Ratio = (Net cash flow from operating activities-Cash dividend)/(Gross property, plant and equipment + Long - term investment + Other non-current assets + Operating capital). (Note 2)
-
-
Leverage
-
- -
(1) Operating Leverage = (Net operating income Variable operating costs and expenses)/Operating profit. (Note 3)
-
(2) Financial Leverage = Operating profit/(Operating profit-Interest expense).
-
-
Note 1: When calculating the earnings per share, special attention should be paid to the following matters:
-
(1) Based on the weighted average number of shares of common stock, not the number of shares outstanding at the end of the year.
-
(2) Where there is a cash capital increase or treasury stock trading, the weighted average number of shares shall be calculated in consideration of its circulation period.
-
(3) Where there is a capital increase from surplus or capital reserve, when calculating the earnings per share for previous years and half-years, retrospective adjustments should be made according to the capital increase ratio, regardless of the issuance period of the capital increase.
-
(4) If the preferred shares are non-convertible cumulative preferred shares, the dividends for the year (whether paid or not) shall be deducted from the net profit after tax or added to the net loss after tax. If the preferred stock is of a non-cumulative nature, if there is a net profit after tax, the preferred stock dividend shall be deducted from the net profit after tax; if it is a loss, there is no need to adjust it.
-
-
Note 2: When measuring cash flow analysis, special attention should be paid to the following matters:
-
(1) Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.
-
(2) Capital expenditure refers to the annual cash outflow for capital investment.
-
(3) The increase in inventory is only included when the closing balance is greater than the opening balance. If the inventory decreases at the end of the year, it is calculated as nil.
-
(4) Cash dividends include cash dividends on ordinary shares and preferred shares.
-
(5) The gross amount of property, plant and equipment is the total amount of property, plant and equipment before accumulated depreciation.
-
-
Note 3: The issuer should classify various operating costs and operating expenses into fixed and variable according to their nature. If there is an estimate or subjective judgment involved, they should pay attention to their rationality and maintain consistency.
-
Note 4: If the shares of the company have no par value or the denomination per share is not NT$10, the ratio of the paidin capital previously stated shall be calculated as the ratio of equity attributable to the owners of the parent company on the balance sheet.
III. Audit Committee Review Report on the Financial Statements of the Most Recent Period (Refer to the Next Page)
~~96~~
CHANG TYPE INDUSTRIAL CO., LTD.
Audit Committee's Review Report
The Board of Directors has prepared the Company's 2023 Consolidated Financial Statements and Parent Company Only Financial Statements, which have been audited by CPAs Wen Chen Lo and Yu Ting Huang of Ernst & Young Taiwan with an unqualified report. The Financial Statements together with the Business Report and Proposal for Distribution of Earnings have been reviewed and determined to be correct and accurate by the Audit Committee. According to Article 14-4 of the Securities and Exchange Act andrelevant requirements of Article 219 of the Company Act, we hereby submit this report for your review.
Sincerely yours,
For the 2023 Annual Shareholder meeting
CHANG TYPE INDUSTRIAL CO., LTD. Convener of Audit Committee: WANG, MING-JHIH
==> picture [88 x 35] intentionally omitted <==
14 March 2024
~~97~~
-
IV.The Financial Report of the Most Recent Period: Please refer to Attachment 1 of this annual report.
-
V. The Parent Company Only Financial Report that has been Audited and Certified by the CPAs in the Most Recent Year: Please refer to Attachment 2 of this annual report.
-
VI. If the Company and its Affiliated Enterprises have Financial Turnover Difficulties in Recent Years and as of the Date of Publication of the Annual Report, Impact on the Company's Financial Status Should be Stated: None.
~~98~~
VII. Review and Analysis of Financial Position and Performance, and Risk Assessments
I. Financial Position
| ancial Position | ancial Position | ancial Position | ||
|---|---|---|---|---|
| Unit: In thousands of NTD | ||||
| Year Item |
2023 | 2022 | Difference | |
| Amount | % | |||
| Current Assets | 2,596,512 | 2,477,225 | 119,287 | 4.82 |
| Property, Plant and Equipment | 617,149 | 645,831 | (28,682) | (4.44) |
| Right-of-Use Assets | 641,642 | 344,336 | 297,306 | 86.34 |
| Intangible Assets | 22,051 | 31,882 | (9,831) | (30.84) |
| Other Assets | 130,900 | 111,842 | 19,058 | 17.04 |
| Total Assets | 4,008,254 | 3,611,116 | 397,138 | 11.00 |
| Current Liabilities | 1,483,519 | 1,282,112 | 201,407 | 15.71 |
| Noncurrent Liabilities | 612,034 | 453,078 | 158,956 | 35.08 |
| Total Liabilities | 2,095,553 | 1,735,190 | 360,363 | 20.77 |
| Capital | 788,000 | 788,000 | 0 | 0.00 |
| Additional Paid-in Capital | 1,364 | 1,364 | 0 | 0.00 |
| Retained Earnings | 1,132,870 | 1,096,480 | 36,390 | 3.32 |
| Other Equities | (9,531) | (9,918) | 387 | (3.90) |
| Total Shareholders’ Equity | 1,912,703 | 1,875,926 | 36,777 | 1.96 |
| The material difference in assets, liabilities, and shareholders’ equity in the last two years, for the difference of more than 20% compared to the previous period as well as the difference amounted to NT$10 million, the main reasons and impacts and future countermeasures are as follows: (I) Analysis and explanation for those with a difference of more than 20% as well as the difference amounted to NT$10 million are as follows: 1. Current assets, current liabilities: The sales significantly decreased by 16.7% (please refer to VI. (II) Financial Analysis for the Recent Five Years) in the current period, due to the effectiveness of customer inventory reduction, increased orders since Q4, resulting in corresponding increases in accounts receivable and accounts payable. 2. Right-of-use assets/noncurrent liabilities/total liabilities:lease agreement for the land use rights of Plot No. 11 in the Juxing Industrial Park, Tanzi District of Taichung City, from Taiwan Sugar Corporation The new lease agreement with Taiwan Sugar Corporation for 21,454.642 square meters of land in the Juxing Industrial Park, Taichung, has resulted in an increase in land use rights assets and lease liabilities. 3. Retained earnings: Part of the retained earnings were undistributed and net profit increased in the current period. 4. Other equities: Due to the depreciation of the exchange rate, the increase in the cumulative translation adjustment for the conversion of the foreign currency in the financial statements of subsidiaries was recognized. (II) Impact: No material impact. (III)Future countermeasures: Not applicable. |
II. Financial Performance
-
(I) Financial Performance Analysis in the Last Two Years
-
Financial Performance Analysis
| 1. Financial Performance Analysis | ||||
|---|---|---|---|---|
| Unit: In thousands of NTD | ||||
| Year Item |
2023 | 2022 | Increase (Decrease) Amount |
Proportion of Difference % |
| OperatingRevenue | ||||
| Sales Revenue | 3,452,706 | 4,135,707 | (683,001) | (16.51) |
| Less: Sales Allowances and Returns | (74,676) | (78,260) | 3,584 | (4.58) |
| Net OperatingRevenue | 3,378,030 | 4,057,447 | (679,417) | (16.74) |
| Cost of Goods Sold | (2,710,842) | (3,462,976) | 752,134 | (21.72) |
| Gross Margin | 667,188 | 594,471 | 72,717 | 12.23 |
| OperatingExpense | (382,005) | (423,713) | 41,708 | (9.84) |
| Net OperatingIncome | 285,183 | 170,758 | 114,425 | 67.01 |
| Non-operatingIncome and Expense | (139,004) | 185,208 | (324,212) | (175.05) |
~~99~~
| Pre-tax Net Income (Loss) from Continued Operations |
146,179 | 355,966 | (209,787) | (58.93) |
|---|---|---|---|---|
| Tax Benefits(Expense) | (30,989) | (83,907) | 52,918 | (63.07) |
| Net Income (Loss) from Continued Operations(Net of Tax) |
115,190 | 272,059 | (156,869) | (57.66) |
| EPS | 1.46 | 3.45 | ||
| Proportion of increase and decrease explanation: 1. Sales revenue, gross profit, operating net income, non-operating income and expense: For details, please refer to “VII, II, Financial Analysis on Chang Type Industrial Co., Ltd. and its subsidiaries” and the explanation of “2. Gross Margin Difference Analysis” as shown below. 2. Sales Allowances and Returns: Provide customers with sales discounts according to the contract. Additionally, the sales discounts increased due to the deductions for defects, missing parts, or incomplete documentation. 3. Non-operating Income and Expense: Please refer to VI. (II) Financial Analysis for the Recent Five Years. |
- Gross Margin Difference Analysis
| 2. Gross Margin Difference Analysis | 2. Gross Margin Difference Analysis | 2. Gross Margin Difference Analysis | 2. Gross Margin Difference Analysis | 2. Gross Margin Difference Analysis | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Unit: In thousands of NTD | ||||||||||
| Year Item |
2023 | 2022 | Difference | Difference(%) | ||||||
| Gross Margin | 667,188 | 594,471 | 72,717 | 12.23 | ||||||
| Gross Margin Percentage | 19.75% | 14.65% | 5.10 | 34.81 | ||||||
| Difference Analysis: Major Product Type Electric Tools-Self- made Electric Tools- Commodity Parts Others Total |
Price Difference (Unfavorable) 113,323 8,200 39 - 121,562 |
Quantity Difference (Unfavorable) (164,671) 13,479 2,770 - (148,422) |
Cost Difference (Unfavorable) (557,643) 1,668 339 - (555,636) |
Combining Difference (Unfavorable) 722,798 (17,603) (6,289) - 698,906 |
Other (72,810) - - 29,117 (43,693) |
Subtotal 40,997 5,744 (3,141) 29,117 72,717 |
||||
| Major reason for the increase in gross margin and gross margin percentage: For details, please refer to “VI, II, Financial Analysis on Chang Type Industrial Co., Ltd. and its subsidiaries” |
-
(II) Expected sales volume and its basis: With the introduction of new product models and the strengthening of vertical integration in production, it is anticipated that both revenue and profitability will maintain steady growth.
-
(III) Possible impact on the Company's future financial position and countermeasures: The Company continues to develop new products and new customers and conducts various financial and business plans to meet customer marketing needs.
III. Cash Flow
- (I) Cash Flow Difference Analysis in the Most Recent Year
| 2023 | 2022 | Proportion of Increase (Decrease) (%) |
|---|---|---|
| 2.17 | 89.30 | (97.57) |
| 84.59 | 74.35 | 13.77 |
| (1.80) | 52.06 | (103.46) |
~~100~~
Difference Analysis Explanation:
-
Please refer to VI. (II) Financial Analysis for the Recent Five Years.
-
The sales sharp decreased, resulting in the sharp decrease in accounts and inventory. A significant increase in net cash flow from operating activities in the current period, which caused the current cash flow ratio, the net cash flow adequacy ratio, cash reinvestment ratio increased significantly compared to the previous period.
-
(II) Illiquidity Improvement Plan: None.
-
(III) Cash Flow Analysis in the Next Year
| I) Cash Flow Analysis in the Next Year | I) Cash Flow Analysis in the Next Year | I) Cash Flow Analysis in the Next Year | I) Cash Flow Analysis in the Next Year | ||
|---|---|---|---|---|---|
| Unit: In thousands of NTD | |||||
| Cash Balance in the Beginning of the Period(1) |
Projected Net Cash Flow from Operating Activities (2) |
Projected Net Cash Outflow (3) |
Projected Amount of Cash Balance (Deficit) (1)+(2)-(3) |
Remedy for Projected Cash Deficit |
|
| Investment Plan |
Wealth Management Plan |
||||
| 82,560 | 200,000 | 150,000 | 132,560 | Not Applicable |
Bank Financing |
| 1. Cash Flow Difference Analysis in the Next Year: (1) Increase in net cash inflow from operating activities: Same as the above explanation 1 to 4 of "Financial Analysis for the Recent Five Years" (2) Decrease in investing activities: No significant difference. (3) Increase in net cash outflow from financing activities: The repayment of short-term loans with the increased cash inflow from operating activities is the same as the explanation of the above operating activities. 2. Remedy for projected amount of cash deficit and liquidity analysis: None. |
-
(IV) Cash Flow Difference Analysis of the Current Year:
-
Increase in net cash inflow from operating activities: Same as the above explanation 1 to 4 of "Financial Analysis for the Recent Five Years"
-
Decrease in investing activities: No significant difference.
-
Increase in net cash outflow from financing activities: The repayment of short-term loans with the increased cash inflow from operating activities is the same as the explanation of the above operating activities.
~~101~~
-
IV. The Impact of Material Capital Expenditure on Financial Position in the Most Recent Year: No material capital expenditure plan.
-
V. The Direct Investment Policy, the Major Cause of Profit or Loss, Improvement Plan for the Most Recent Year, and the Investment Plan in the Next Year: None.
-
VI. Risk Analysis Assessment in the Most Recent Year to the Date of this Report was Printed
-
(I) The influence of interest rate and exchange rate fluctuation, and inflation on the profit and loss of the Company, and the countermeasures in the future:
-
Interest rate and inflation has no material impact on the profit and loss of the Company. For large fluctuations in exchange rates, the Company adopts a net foreign exchange position hedging method and partially pre-sells foreign exchange forward to reduce the impact of exchange rate changes on profit and loss.
-
(II)Policies for engaging in high-risk, high-leverage investments, loaning of funds to others, endorsement guarantees, and derivatives transactions, the main reasons for profit or loss, and future countermeasures: The Company has not engaged in various transactions of high-risk, high-leverage investment and derivative products. Loaning of funds to others and endorsement guarantees are fully 100% direct investment in subsidiaries to assist their business development.
-
(III) Future R&D Plan and Expected Expense on Reinvestment: The Company will continue to introduce new products of the sawing series of electric tools to meet the market demand.
-
(IV) The impact of major domestic and foreign policy and regulatory changes on the Company's financial position and operation, and the countermeasures: No significant impact.
-
(V) The impact of technological changes on the Company’s financial position, and the countermeasures: None.
-
(VI) The impact of corporate image changes on the corporate crisis management, and the countermeasures: No significant changes on corporate image.
-
(VII) Expected profits and potential risks of mergers and acquisitions: No mergers or acquisitions.
-
(VIII) Expected profits and potential risks of plant expansions: No plant expansions.
-
(IX) Risk of purchase and sales in bulk, and the countermeasures:
-
Purchase: The Company's main raw materials are supplied by several large manufacturers. In addition, for metal casting and processing, due to the collaborative system of Taiwan's woodworking machine industry is quite mature, there are many competitors, and there is no risk of bulk purchase.
-
Sales: The Company's sales are concentrated in two companies, A and B, since the market demand for electrical machine tool is focused in the United States, which is concentrated in a small number of large-scale sales channels, and its supply is mostly monopolized by international major manufacturers. The possible risk is that the customer transfers the order or cannot place an order to the Company due to their operational difficulties. However, the Company has a close cooperative relationship with its customers, and the customers belong to one of the small numbers of large-scale international manufacturers with good operating conditions, therefore, the above-mentioned risks will not likely occur at present.
-
(X) For Directors, Supervisors or major shareholders holding more than 10% of the shares, the impact and risks and of a large number of equity transfers or replacements on the Company, and the countermeasures: No large number of equity transfers or replacements.
-
(XI) The impact and risks of management rights changes on the Company, and the countermeasures: No management rights changes.
-
(XII) Litigations or non-contentious cases: None.
-
(XIII) Other major risks and the countermeasures:
VII. Other Significant Matters: None.
~~102~~
VIII. Additional Information
I. Profiles of the Affiliates:
-
(I) Consolidated Business Report on the Affiliates
-
Organizational Chart on the Affiliates (31 December 2023)
Chang Type Industrial Co., Ltd. 100% Delta Power Equipment Corporation Registered Address: U.S.
- Profile of Each Affiliate
Basic Information:
| 2. Profile of Each Affiliate Basic Information: |
2. Profile of Each Affiliate Basic Information: |
||||
|---|---|---|---|---|---|
| 31 December 2023 | Unit: In thousands of NTD | ||||
| Name of Enterprise |
Date of Establishment |
Address | Paid-in Capital |
Major Scope of Business |
Division of labor between business operators who are related to each other |
| Delta Power Equipment Corporation |
16 December 2010 |
99 Roush Street, Anderson, SC |
314,095 | Production, import and export trade of electric and pneumatic tools |
Engaged in the marketing of its private label, the Company assists its procurement business in Asia. |
-
3.Information on the existence of the controlling and subordinate relation of the same shareholders: None.
-
Information on directors, supervisors and presidents of the affiliates
| 31 December 2023 | 31 December 2023 | Unit: Share;% | Unit: Share;% | Unit: Share;% |
|---|---|---|---|---|
| Name of Enterprise |
Title | Name or Representative | Shares Held | |
| Shares | Shares | |||
| Delta Power Equipment Corporation |
Director | ChangType Industrial Co.,Ltd. | 10,010 | 100 |
| Representative: CHANG,CHIN-CHIN | - |
- |
||
| CHANG,HSIANG-I | - |
- |
||
| CHANG, QUN-YU | - |
- |
||
| President | CHANG, QUN-YU | - |
- |
(II) Operation Overview of the Affiliates
| 31 December 2023 | 31 December 2023 | Unit: In thousands of NTD | Unit: In thousands of NTD | Unit: In thousands of NTD | ||||
|---|---|---|---|---|---|---|---|---|
| Name of Enterprise | Paid-in Capital |
Total Assets |
Total Liabilities |
Net Worth |
Revenue | Operating Income (Loss) |
Profit and Loss of the Period (Net of Tax) |
EPS (Net of Tax) |
| Delta Power Equipment Corporation |
314,095 |
1,125,356 | 576,637 | 548,719 | 539,974 | (17,215) | (15,116) | (1.5) |
103
(III) Consolidated Financial Statements of the Affiliates: Please refer to Financial Statements Attested and Audited by CPAs in the Most Recent Year in Attachment 1. (IV) Affiliation Report: Not Applicable.
-
II. Issuance of Securities Through Private Placement in the Most Recent Year as of the Date of this Report was Printed: None.
-
III.The Holding or Disposal of the Shares Issued by the Company by Subsidiaries in the Most Recent Year as of the Date of this Report was Printed: None.
-
IV. Supplementary Information: None.
-
IX. In the most recent year and as of the date of this report was printed, any event which has a material impact on shareholders' rights and interests or securities prices specified in 2[nd] subparagraph, 3[rd] Paragraph, Article 36 of the Securities and Exchange Act: None.
104
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022
Address: No. 41, Nan-tsuen Road, Ho-Li, Taichung City, Taiwan, R.O.C Telephone: 886-4-25580669
Notice to readers:
The reader is advised that these financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
105
Statement
For the year ended 31 December 2023 (from 1 January 2023 to 31 December 2023), pursuant to “Criteria Governing Preparation of Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises and Affiliation Reports,” the entities that are required to be included in the consolidated financial statements of affiliates, are the same as the entities required to be included in the consolidated financial statements under International Financial Reporting Standards 10. In addition, information required to be disclosed in the consolidated financial statements of affiliates is included in the aforementioned consolidated financial statements. Accordingly, it is not required to prepare a separate set of consolidated financial statements of affiliates.
Hereby declare,
Change Type Industrial Co., Ltd.
CEO: CHANG, CHING-CHIN
14 March 2024
106
Independent Auditor’s Report
To Chang Type Industrial Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Chang Type Industrial Co., Ltd. (the “Company”) and its subsidiary as of 31 December 2023 and 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2023 and 2022, and notes to the consolidated financial statements, including the summary of material accounting policies.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiary (the “Group”) as of 31 December 2023 and 2022, and their consolidated financial performance and cash flows for the years ended 31 December 2023 and 2022, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by 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 Company and its subsidiary in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
107
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2023 consolidated financial statements. 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.
Inventory valuation
As of 31 December 2023, the net inventories amounted to NT$1,127,187 thousand, accounting for 28% of the consolidated total assets. Because the amount was material to the Group’s financial statements, the sales were affected by the uncertainty due to market demand, and the valuation policy of the inventories involved a high level of management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: performing simple test to assess the effectiveness of inventory internal control established by management; understanding the accounting policy around obsolete and slow-moving inventories; selecting important storage locations to observe inventory counts; sampling and testing the accuracy of inventory aging intervals to verify whether the aging reports were reasonable; in addition, in order to evaluate the reasonableness of inventories valuation, we also obtained inventory movement report, sampled and tested related certificates of purchases and sales, and verified the unit cost of inventories to access the net realizable value of inventories. We also assessed the adequacy of the disclosures related to inventories in Notes 5 and 6.
Provision for warranties
As of 31 December 2023, the provision for warranties amounted to NT$50,007 thousand. The management determined the estimate of the provision for warranties by the past experience of repairing consumers’ defective products. Because the estimates involved significant management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: understanding the internal control of provision for warranties established by management; evaluating the reasonableness of accounting policy around provision for warranties and the accuracy of recalculating provision for warranties according to the accounting policy; analyzing the reasonableness of provision for warranties by comparing the amounts year over year. In addition, we obtained details of provision for warranties of the subsequent period to check the actual amounts or reversal of the provision for warranties of the subsequent period. We also assessed the adequacy of disclosures related to provision for warranties in Notes 5 and 6.
108
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiary, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiary or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiary.
Auditor’s 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 professional skepticism throughout the audit. We also:
109
-
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiary.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiary. 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiary to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiary 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.
110
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 consolidated financial statements 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.
Other
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended 31 December 2023 and 2022.
Lo,Wen-Chen Huang,Yu-Ting
Ernst & Young, Taiwan 14 March 2024
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation
111
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
31 December 2023 and 31 December 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets Cash and cash equivalents Accounts receivable - net Other receivables Current tax assets Inventories, net Prepayment Other current assets Total current assets Non-current assets Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets |
Notes | As | at |
|---|---|---|---|
| 31 Dec 2023 $82,560 1,342,435 18,201 3,071 1,127,187 19,689 3,369 2,596,512 617,149 613,545 22,051 57,391 71,609 1,381,745 $3,978,257 |
31 Dec 2022 | ||
| 4, 6(1) 4, 6(2), 6(11) 4 4, 6(3) 4 4, 6(4), 8 4, 6(12) 4 4, 6(16) 6(7),8 |
$172,827 896,111 28,318 613 1,363,756 15,128 472 |
||
| 2,477,225 | |||
| 645,831 344,336 31,882 50,357 61,485 |
|||
| 1,133,891 | |||
| $3,611,116 |
(The accompanying notes are an integral part of the consolidated financial statements)
(continued)
112
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
31 December 2023 and 31 December 2022
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities Short-term loans Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Provisions, current Other current liabilities Total current liabilities Non-current liabilities Provision, non-current Deferred tax liabilities Lease liabilities, non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Retained earnings Total retained earnings Other components of equity Exchange differences on translation of foreign operations Total equity Total liabilities and equity |
Notes | As | at |
|---|---|---|---|
| 31 Dec 2023 $569,700 323 278,012 333,507 174,393 48,016 16,648 62,919 1,483,518 50,522 92,374 440,631 30 583,557 2,067,075 788,000 1,364 324,128 9,918 797,303 1,131,349 (9,531) 1,911,182 $3,978,257 |
31 Dec 2022 | ||
| 4, 6(5) 6(10) 6(6) 4, 6(8) 6(12) 4, 6(8) 4, 6(16) 6(12) 4, 6(9) |
$544,000 239 220,399 168,669 232,718 41,970 17,794 56,323 |
||
| 1,282,112 | |||
| 62,850 101,988 288,210 30 |
|||
| 453,078 | |||
| 1,735,190 | |||
| 788,000 1,364 296,146 34,688 765,646 |
|||
| 1,096,480 | |||
| (9,918) | |||
| 1,875,926 | |||
| $3,611,116 |
(The accompanying notes are an integral part of the consolidated financial statements)
113
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Net sales Cost of sales Gross profit Operating expenses Sales and marketing General and administrative Research and development Expected credit losses Total operating expenses Operating income Non-operating income and expenses Other revenue Other gains and losses Financial costs Total non-operating income and expenses Income from continuing operations before income tax Income tax expense Income from continuing operations, net of tax Other comprehensive income (loss) Items that may not to be reclassified subsequently to profit or loss Remeasurements of defined benefit plans Income tax related to items that may not to be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operation Income tax related to items that may be reclassified subsequently loss Total other comprehensive income (loss), net of tax Total comprehensive income Net income attributable to: Shareholders of the parent Non-controlling interests Comprehensive income attributable to: Shareholders of the parent Non-controlling interest Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted |
Notes | For the Years Ended 31 December | For the Years Ended 31 December | For the Years Ended 31 December |
|---|---|---|---|---|
| 2023 | 2022 | |||
| 4, 6(10) 6(3),6(13), 7 6(13), 7 6(11) 6(14) 4, 6(16) 6(15) 4, 6(17) |
$3,378,030 (2,715,202) |
$4,057,447 (3,462,976) |
||
| 662,828 (230,273) (120,417) (17,508) (9,447) |
594,471 (222,893) (178,369) (22,451) - |
|||
| (377,645) | (423,713) | |||
| 285,183 | 170,758 | |||
| 19,249 (139,374) (18,879) |
24,641 183,037 (22,470) |
|||
| (139,004) | 185,208 | |||
| 146,179 (30,989) |
355,966 (83,907) |
|||
| 115,190 | 272,059 | |||
| (1,901) 380 387 - |
9,710 (1,942) 24,770 - |
|||
| (1,134) | 32,538 | |||
| $114,056 | $304,597 | |||
| $115,190 - |
$272,059 - |
|||
| $115,190 | $272,059 | |||
| $114,056 - |
$304,597 - |
|||
| $114,056 | $304,597 | |||
| $1.46 | $3.45 | |||
| $1.46 | $3.45 |
(The accompanying notes are an integral part of the consolidated financial statements)
114
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Item | Notes | Capital | Capital | Retained Earnings | Other components of equity |
Total equity | ||
|---|---|---|---|---|---|---|---|---|
| Common Stock | Additional Paid-in Capital |
Legal Reserve | Special Reserve | Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
|||
| Balance as of 1 January 2022 Appropriations of earnings, 2021: Legal reserve Special reserve Cash dividend Net income in 2022 Other comprehensive income (loss), net of tax in 2022 Total comprehensive income (loss) Balance as of 31 December 2022 Balance as of 1 January 2023 Appropriations of earnings, 2022: Legal reserve Special reserve Cash dividends Net income in 2023 Other comprehensive income, net of tax in 2023 Total comprehensive income Balance as of 31 December 2023 |
6(9) 6(15) 6(9) 6(9) 6(15) 6(9) |
$788,000 $788,000 $788,000 $788,000 |
$1,364 $1,364 $1,364 $1,364 |
$266,054 30,092 $296,146 $296,146 27,982 $324,128 |
$24,047 10,641 $34,688 $34,688 (24,770) $9,918 |
$723,552 (30,092) (10,641) (197,000) 272,059 7,768 279,827 $765,646 $765,646 (27,982) 24,770 (78,800) 115,190 (1,521) 279,827 $797,303 |
$(34,688) 24,770 24,770 $(9,918) $(9,918) 387 387 $(9,531) |
$1,768,329 - - - (197,000) 272,059 32,538 304,597 $1,875,926 $1,875,926 - - (78,800) 115,190 (1,134) 114,056 $1,911,182 |
(The accompanying notes are an integral part of the parent company only financial statements)
115
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation Amortization Expected credit losses Interest expense Interest income Loss (gain) on disposal of property, plant and equipment Loss on decline in value and obsolescence of inventories Gain from lease modification Changes in operating assets and liabilities: (Increase) decrease in accounts receivable Decrease in other receivables Decrease in inventories, net (Increase) decrease in prepayments (Increase) decrease in other current assets Increase other non-current assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable (Decrease) increase in other payables (Decrease) increase in provisions Increase (decrease) in other current liabilities Cash generated from from operations Interest received Interest paid Income tax paid Net cash generated from operating activities |
For the Years Ended 31 December | For the Years Ended 31 December |
|---|---|---|
| 2023 $146,179 103,873 13,628 9,447 18,879 (287) 1 23,630 - (455,669) 10,131 213,153 (6,462) (2,897) (4,473) 84 69,351 164,838 (59,913) (13,474) 2,841 232,860 273 (9,925) (43,762) 179,446 |
2022 | |
| $355,966 103,526 13,962 - 22,470 (502) (135) 9,206 (120) 1,499,357 17,937 94,081 24,254 7,685 (11,792) (50) (529,254) (489,185) 75,004 8,864 (217) |
||
| 1,201,057 | ||
| 493 (13,627) (42,984) |
||
| 1,144,939 |
(The accompanying notes are an integral part of the consolidated financial statements)
(Continued)
116
CHANG TYPE INDUSTRIAL CO., LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| For the Years Ended 31 December 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars) |
||
|---|---|---|
| (Continued) Cash flows from investing activities: Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase refundable deposits Acquisition of intangible assets Acquisition of right-of-use assets Increase inprepayment for equipment Net cash used in investing activities Cash flows from financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term bills payable Decrease in short-term bills payable Decrease in lease liabilities Decrease in other non-current liabilities Cash dividend Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
For the Years Ended 31 December | |
| 2023 (23,718) 124 (12,505) (259) (125,183) (4,208) (165,749) 4,228,800 (4,203,100) 460,000 (460,000) (50,838) - (78,800) (103,938) (26) (90,267) 172,827 $82,560 |
2022 | |
| (37,536) 135 (2,354) (1,997) - (4,598) |
||
| (46,350) | ||
| 9,513,800 (10,116,600) - (190,000) (51,412) (82) (197,000) |
||
| (1,041,294) | ||
| 11,700 | ||
| 68,995 103,832 |
||
| $172,827 |
(The accompanying notes are an integral part of the consolidated financial statements)
117
Chang Type Industrial Co., Ltd. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. HISTORY AND ORGANIZATION
Chang Type Industrial Co., Ltd. (“the Company”) was incorporated on 21 April 1989 to manufacture, process and sell hand tools, electric machines, motors, power tools, automatic control system, computer machinery, electric test instruments, woodworking machines and metal parts. The Company is also the agent to import and export raw materials for all related products mentioned above and to design various molds and fixtures.
The Company's stocks were approved by the authority to be listed on the OTC on 14 January 2003 by the Securities and Futures Bureau, Ministry of Finance. The Company’s registered office and, main business location, is at No. 41, Nancun Road, Houli District, Taichung, Taiwan (R.O.C.).
2. DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUE
The consolidated financial statements of the Company and its subsidiaries (“the Group”) for the years ended 31 December 2023 and 2022 were authorized for issue by the Company’s board of directors on 14 March 2024.
3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS
- (1) Changes in accounting policies resulting from applying certain standards and amendments for the first time
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2023. The adoption of these new standards and amendments had no material impact on the Group.
- (2) Standards or interpretations issued, revised, or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
118
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Items | Newly released, Revised or Amended Standards and Interpretations |
Effective Date issued by IASB |
|---|---|---|
| a | Classification of Liabilities as Current or Non-current – Amendments to IAS 1 |
1 January 2024 |
| b | Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 |
1 January 2024 |
| c | Non-current Liabilities with Covenants – Amendments to IAS 1 |
1 January 2024 |
| d | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 |
1 January 2024 |
- (a) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (b) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.
- (c) Non-current Liabilities with Covenants – Amendments to IAS 1
The amendments improved the information companies provide about long-term debt with covenants. The amendments specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.
- (d) Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments introduced additional information of supplier finance arrangements and added disclosure requirements for such arrangements.
119
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after 1 January 2024. Apart from item explained below, the remaining standards and interpretations have no material impact on the Group.
- (3) Standards or interpretations issued, revised, or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | Newly released, Revised or Amended Standards and Interpretations |
Effective Date issued by IASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| b | IFRS 17 “Insurance Contracts” | 1 January 2023 |
| c | Lack of Exchangeability – Amendments to IAS 21 | 1 January 2025 |
- (a) IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
120
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
IFRS 10 was also amended so that the gain or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the interests of unrelated investors in the associate or joint venture.
(b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation, and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017, and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after 1 January 2023.
(c) Lack of Exchangeability – Amendments to IAS 21
These amendments specify whether a currency is exchangeable into another currency and, when it is not, to determining the exchange rate to use and the disclosures to provide. The amendments apply for annual reporting periods beginning on or after 1 January 2025.
121
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The remaining new or amended standards and interpretations have no material impact on the Group.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Statement of Compliance
The consolidated financial statements of the Group for the years ended 31 December 2023 and 2022 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”), IFRSs, IASs, IFRIC and SIC, which are endorsed by the FSC (collectively referred to as “TIFRSs”).
(2) Basis of Preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“$”) unless otherwise stated.
(3) Basis of consolidation
(a) Preparation principle of consolidated financial statements
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group starts to control an investee if and only if the Group has:
122
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
A. power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
-
B. exposure or rights comes from involvement and return variations with the investee; and
-
C. the ability to use its power over the investee to affect its returns
When the Group directly or indirectly holds less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
-
A. the contractual arrangement with the other vote holders of the investee
-
B. rights arising from other contractual arrangements
-
C. the Group’s voting rights and potential voting rights
The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All internal group account balances, income and expenses, unrealized gains (losses), and dividends resulting from internal group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent company and to the non-controlling interests even if this results in the non-controlling interests that have a deficit balance.
If the Company loses control of a subsidiary, it:
123
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
A. derecognizes the assets (including goodwill) and liabilities of the subsidiary
-
B. derecognizes the carrying amount of any non-controlling interest
-
C. recognizes the fair value of the consideration received
-
D. recognizes the fair value of any investment retained
-
E. reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss, or transfer directly to retained earnings if required by other IFRSs; and
-
F. recognizes any resulting difference in profit or loss.
(b) The consolidated entities are as follows:
| Investor Chang Type Industrial Co., Ltd. |
Subsidiary Delta Power Equipment Corporation |
Main Business | Percentage of ownership (%) | Percentage of ownership (%) | |
|---|---|---|---|---|---|
| 31 December 2023 100.00% |
31 December 2022 100.00% |
||||
| Import and export trade of Power tool manufacturing |
(4) Foreign Currency Transactions
The Group’s consolidated financial statements are presented in NT$, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
124
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs, are included in the borrowing costs that are eligible for capitalization as the costs of that asset.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (5) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date, and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
125
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
- (6) Current and non-current distinction
An asset is classified as current when:
-
(a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.
-
(b) The Group holds the asset primarily for the purpose of trading.
-
(c) The Group expects to realize the asset within twelve months after the reporting period.
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(a) The Group expects to settle the liability in its normal operating cycle.
-
(b) The Group holds the liability primarily for the purpose of trading.
-
(c) The liability is due to be settled within twelve months after the reporting period.
-
(d) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
126
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (7) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid time deposits or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (8) Financial Instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value and directly attribute to financial assets and financial liabilities (except for financial assets and liabilities classified through fair value measurement). The transaction costs that are acquired or distributed are added or deducted from the fair value of financial assets and financial liabilities.
(1) Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
A. the Group’s business model for managing the financial assets and
-
B. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as notes receivables, accounts receivables, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
127
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
A. purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition
-
B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods
(2) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
128
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Group measures expected credit losses of a financial instrument in a way that reflects:
-
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
(b) the time value of money;
-
(c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions, and forecasts of future economic conditions.
The loss allowance is measured as follows:
-
A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
129
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (3) Derecognition of financial assets
A financial asset is derecognized when:
-
i. The rights to receive cash flows from the asset have expired.
-
ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred.
-
iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
- (4) Financial liabilities and equity instruments
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
130
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition, fees, and transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(5) Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to liquidate on a net basis, or to realize the assets and liquidate the liabilities simultaneously.
(9) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability takes place on either:
131
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) In the principal market for the asset or liability, or
-
(b) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants based on their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
(10) Inventories
Inventories are evaluated at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
Raw materials - Purchase cost under weighted average method. Finished goods and work in progress – include cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs under weighted average method.
Net realizable value is the balance of estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
132
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(11) Property, plant, and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Items Buildings Machinery and equipment Transportation equipment Office equipment Other equipment |
Useful Lives |
|---|---|
| 10 – 50 years 5 – 12 years 5 – 7 years 3 – 8 years 2 – 10 years |
An item of property, plant, and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.
133
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(12) Leases
On the date that contracts are established, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether throughout the period of use, has both of the following:
-
(a) the right to obtain substantially all the economic benefits from use of the identified asset; and
-
(b) the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximizing the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
134
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
-
(d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost.
The cost of the right-of-use asset comprises:
-
(a) the amount of the initial measurement of the lease liability;
-
(b) any lease payments made at or before the commencement date, less any lease incentives received;
-
(c) any initial direct costs incurred by the lessee; and
-
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use asset by applying a cost model.
135
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the comprehensive income statements.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group apportions the disclosure in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index, or a rate are recognized as rental income when incurred.
136
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(13) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. The amortization period or method is adjusted for changes in expected useful life or the expected pattern of consumption from future economic benefits of the assets and recognized as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Group’s intangible assets is as follows:
| follows: | |
|---|---|
| Trademark rights Useful lives Limited 15 years Amortization method used Amortized on a straight-line basis over the term of the trademark rights Internally generated or acquired Acquired |
Computer software |
Limited 3-5 years Amortized on a straight-line basis over the estimated useful life Acquired |
137
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(14) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is recognized as impaired loss and is written down to its recoverable amount. Recoverable amount is the higher of net fair value or useful life.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(15) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
138
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset, accordingly.
Provision for warranties
A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement, and the optimal estimated number of future economic benefits caused by warranty obligation.
(16) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods. The accounting policies are explained as follows:
Sale of goods
The Group manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main products of the Company are hand tools and power tools, and revenue is recognized based on the consideration stated in the contract. For certain sales of goods transactions, they are usually accompanied by volume discounts (based on the accumulated total sales amount for a specified period). Therefore, revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. So the Company estimates the discounts using the expected value method based on historical experiences. Revenue is only recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. During the period specified in the contract, refund liability is recognized for the expected volume discounts.
139
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Group provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
The credit period of the Group’s sale of goods is from 97 to 150 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as accounts receivables. The Group usually collects the payments shortly after transfer of goods to customers, therefore, there is no significant financing component to the contract. For some of the contracts, the Group has transferred the goods to customers but does not have a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.
(17) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in accordance with the borrowing of funds.
(18) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
140
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grants.
(19) Post-employment benefits
All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Group. Therefore, fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries are provided in accordance with the respective local regulations.
For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries make contribution to the plan based on the requirements of local regulations.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Remeasurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
141
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) the date of the plan amendment or curtailment, and
-
(b) the date that the Group recognizes restructuring-related costs or termination welfare
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
(20) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the resolution of Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
142
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
i. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination; at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
-
ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
i. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination; at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
-
ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities 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. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
143
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
According to the temporary exception in the International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12), information about deferred tax assets and liabilities related to Pillar Two income tax will neither be recognized nor be disclosed.
5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
(1) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(a) Provisions for liability
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
144
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Provision for decommissioning, restoration, and rehabilitation costs
The provision for decommissioning, restoration, and rehabilitation costs arose on construction of a property, plant, and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Provision for warranties
A provision is recognized as a liability, based on the contracts with consumers and the optimal estimate management judges with past experience to determine an outflow of resources embodying economic benefits to settle the obligation in the future. Please refer to Note 4 for more details on the policy of the provision for warranties.
(b) Evaluation of inventories
Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.
6. CONTENTS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash on hand Bank deposits Total |
As of 31 | December |
|---|---|---|
| 2023 $90 82,470 $82,560 |
2022 | |
| $90 172,737 |
||
| $172,827 |
145
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Accounts receivables
(a) Details as follows:
| Details as follows: | ||
|---|---|---|
| Accounts receivables Less: loss allowance Total |
As of 31 | December |
| 2023 $1,361,555 (19,120) $1,342,435 |
2022 | |
| $907,550 (11,439) |
||
| $896,111 |
-
(b) Accounts receivables are generally on 97~150 day terms. The total carrying amount as of 31 December 2023 and 2022 were $1,361,554 and $907,550, respectively. Please refer to Note 6(11) for more details on loss allowance of accounts receivables for the years ended 31 December 2023 and 2022. Please refer to Note 12 for more details on credit risk management.
-
(c) Trade receivables were not pledged.
(3) Inventories
(a) Details as follows:
| Details as follows: | ||
|---|---|---|
| Raw materials Work in progress Manufacturing goods Finished goods Inventories Total |
As of 31 December 2023 2022 $324,135 $423,266 73,628 54,477 33,341 39,151 556,384 694,925 139,699 151,937 $1,127,187 $1,363,756 |
|
| 2022 | ||
| $423,266 54,477 39,151 694,925 151,937 |
||
| $1,363,756 |
-
(b) The inventory cost recognized as operating costs for the years ended 31 December 2023 and 2022 were $2,715,202 and $3,462,976, respectively. The loss on decline in value and obsolescence of inventories or gain from price recovery of inventories included in the amounts were $23,630 and $9,206, respectively.
-
(c) No inventories were pledged.
146
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(4) Property, plant, and equipment
| Property, plant, and equipment | ||
|---|---|---|
| Owner occupied property, plant, and equipment |
As of31 December | |
| 2023 | 2022 $645,831 |
|
| $617,149 |
(a) Owner occupied property, plant, and equipment
| Cost: As at 1 Jan. 2023 Additions Disposals Transfers Exchange differences As at 31 Dec. 2023 Depreciation and impairment: As at 1 Jan. 2023 Depreciation Disposals Exchange differences As at 31 Dec. 2023 Cost: As at 1 Jan. 2022 Additions Disposals Transfers Exchange differences As at 31 Dec. 2022 |
Land and land Improvements |
Buildings | Machinery and equipment |
Transportatio n equipment |
Office equipment |
Other equipment |
Total |
|---|---|---|---|---|---|---|---|
| $148,768 - - - 4 |
$570,924 - - - 49 |
$290,545 8,482 (436) 7,524 - |
$10,561 - (1,353) - 1 |
$10,299 - - - - |
$124,145 5,125 (401) - - |
$1,155,242 13,607 (2,190) 7,524 54 |
|
| $148,772 | $570,973 | $306,115 | $9,209 | $10,299 | $128,869 | $1,174,237 | |
| $- - - - |
$224,254 12,900 - (42) |
$163,392 26,537 (436) - |
$6,465 1,445 (1,287) (13) |
$8,921 513 - - |
$106,379 8,402 (342) - |
$509,411 49,797 (2,065) (55) |
|
| $- | $237,112 | $189,493 | $6,610 | $9,434 | $114,439 | $557,088 | |
| Land and land Improvements |
Buildings | Machinery and equipment |
Transportatio n equipment |
Office equipment |
Other equipment |
Total | |
| $147,397 - - - 1,371 |
$556,405 - - - 14,519 |
$252,739 23,345 - 14,461 - |
$10,461 3,385 (3,580) - 295 |
$10,299 - - - - |
$119,071 4,724 - 350 - |
$1,096,372 31,454 (3,580) 14,811 16,185 |
|
| $148,768 | $570,924 | $290,545 | $10,561 | $10,299 | $124,145 | $1,155,242 |
147
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Depreciation and impairment: As at 1 Jan. 2022 Depreciation Disposals Exchange differences As at 31 Dec. 2022 Net carrying amount as at: 31 Dec. 2023 31 Dec. 2022 |
Land and land Improvements |
Buildings | Machinery and equipment |
Transportatio n equipment |
Office equipment |
Other equipment |
Total |
|---|---|---|---|---|---|---|---|
| $- - - - |
$209,309 12,744 - 2,201 |
$137,369 26,023 - - |
$8,485 1,379 (3,580) 181 |
$8,407 514 - - |
$96,331 10,048 - - |
$459,901 50,708 (3,580) 2,382 |
|
| $- | $224,254 | $163,392 | $6,465 | $8,921 | $106,379 | $509,411 | |
| $148,772 | $333,861 | $116,622 | $2,599 | $865 | $14,430 | $617,149 | |
| $148,768 | $346,670 | $127,153 | $4,096 | $1,378 | $17,766 | $645,831 |
-
(b) The land located in Dunnan section, Houli district and amounting to NT$440 thousand is agriculture land, so its owner is temporarily registered as natural person.
-
(c) There is no occurrence of capitalization of interest due to purchasing property, plant and equipment.
-
(d) Please refer to Note 8 for more details on property, plant, and equipment under pledge.
-
(5) Short-term loans
| Short-term loans | |||
|---|---|---|---|
| Unsecured bank loans Secured bank loans Total Unused short-term lines of credits Interest Rates (%) |
As of 31 December | ||
| 2023 $450,700 119,000 $569,700 $2,107,300 |
2022 | ||
| $437,500 106,500 |
|||
| $544,000 | |||
| $2,343,000 | |||
| 1.68%~1.70% | 1.54%~1.93% |
Please refer to Note 8 for more details on financial assets at Land, Buildings pledged as security for short-term borrowings.
148
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(6) Other payables
| Other payables | ||
|---|---|---|
| Accrued salary and bonus Accrued employees’ compensation, and directors’ and supervisors’ remuneration Accrued compensation Others Total |
As of 31 December | |
| 2023 $25,097 16,650 60,334 (Note 1) 72,312 $174,393 |
2022 | |
| $26,852 26,025 107,485 (Note 2) 72,356 |
||
| $232,718 |
Note 1: The Group has reached a consensus with Stanley Black & Decker, Inc. (“SBD”) on 10 July 2023, based on commercial considerations, to compensate for product design modification rework by paying US$4,650,000. As of 31 December 2023, the unpaid amount totaled US$1,940,000.
Note 2: The patent infringement suit between the Company and Robert Bosch Tool Corporation. (“Bosch”) had been settled because of commercial consideration. They signed the conciliation agreement on 20 January 2023, for which the Company shall pay US$3,500,000 and Bosch withdrew the action and the damages claim against the Company.
(7) Post-employment benefit
Defined contribution plan
The Company adopts a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to their individual pension accounts. The Company has made monthly contributions of 6% of each employee’s salary or wage to their individual pension accounts from Bureau of Labor Insurance.
Expenses under the defined contribution plan:
| Expenses under the defined contribution plan: | ||
|---|---|---|
| Defined contribution plan | For the years ended 31 December |
|
| 2023 $13,399 |
2022 | |
| $14,031 |
149
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Defined benefits plan
The Group adopts a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March the following year.
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute $256 to its defined benefit plan during the 12 months beginning after 31 December 2023.
As of 31 December 2023, the Group's defined benefit plan is expected to expire in 2033.
150
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Pension costs recognized in profit or loss are as follows:
| Pension costs recognized in profit or loss are as follows: | ||
|---|---|---|
| Expected return on planned assets Net interest on the net defined benefit liabilities Total |
For the years ended 31 December |
|
| 2023 | 2022 | |
| $(341) 141 |
$(177) 134 |
|
| $(200) | $(43) |
Reconciliations of liabilities (assets) of the defined benefit obligation and plan assets at fair value are as follows:
| plan assets at fair value are as follows: | ||
|---|---|---|
| Defined benefit obligation Planned assets at fair value Contribution Other non-current liabilities - defined benefit obligation |
As of31 December | |
| 2023 | 2022 $11,450 (27,720) (16,270) $(16,270) |
|
| $13,619 (28,445) |
||
| (14,826) | ||
| $(14,826) |
Reconciliation of liability (asset) of the defined benefit plan is as follows:
| As of 1 January 2022 Interest expense (income) Subtotal Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Contributions by employer As of 31 December 2022 Interest expense (income) Subtotal |
Defined benefit obligation |
Fair value of planassets |
Defined benefit liability (asset) |
|---|---|---|---|
| $19,076 134 |
$(25,321) (177) |
$(6,245) (43) |
|
| 19,210 | (25,498) | (6,288) | |
| 14 (460) (7,314) |
- (1,950) - |
14 (2,410) (7,314) |
|
| (7,760) | (1,950) | (9,710) | |
| - | (272) | (272) | |
| 11,450 141 |
(27,720) (341) |
(16,270) (200) |
|
| 11,591 | (28,061) | (16,470) |
151
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Contributions by employer As of 31 December 2023 |
Defined benefit obligation |
Fair value of planassets |
Defined benefit liability (asset) |
|---|---|---|---|
| 119 1,220 689 |
- (127) - |
119 1,093 689 |
|
| 2,028 | (127) | 1,901 | |
| - | (257) | (257) | |
| $13,619 | $(28,445) | $(14,826) |
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| Discount rate Expected rate of salary increases Rate of expected return on planned assets |
As of31 December | As of31 December |
|---|---|---|
| 2023 | 2022 | |
| 1.26% 2.00% 1.26% |
1.23% 0.20% 1.23% |
Sensitivity analysis for significant assumption are shown below:
| Discount rate increase by 0.50% Discount rates decrease by 0.50% Expected salary increase by 0.50% Expected salary decrease by 0.50% |
Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December |
|---|---|---|---|---|
| 2023 | 2022 | |||
| Defined benefit obligation increase |
Defined benefit obligation decrease |
Defined benefit obligation increase |
Defined benefit obligation decrease |
|
| $- 971 959 - |
$722 - - 721 |
$- 434 436 - |
$394 - - 83 |
152
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or expected salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There were no changes in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(8) Provisions
| 1 Jan, 2023 Arising during the period Utilized Reversed Exchange differences 31 Dec, 2023 Current -31 Dec, 2023Non-current -31 Dec,2023 31 Dec, 2023 1 Jan, 2022 Arising during the period Utilized Exchange differences 31 Dec, 2022 Current -31 Dec, 2022Non-current -31 Dec, 2022 31 Dec, 2022 |
Warranty $63,655 14,270 (20,693) (7,322) 97 $50,007 $16,648 33,359 $50,007 $54,940 17,372 (11,161) 2,504 $63,655 $17,794 45,861 $63,655 |
Decommissioning, restoration and rehabilitation costs $16,989 174 - - - $17,163 $- 17,163 $17,163 $16,840 149 - - $16,989 $- 16,989 $16,989 |
Total |
|---|---|---|---|
| $80,644 14,444 (20,693) (7,322) 97 |
|||
| $67,170 | |||
| $16,648 50,522 |
|||
| $67,170 | |||
| $71,780 17,521 (11,161) 2,504 |
|||
| $80,644 | |||
| $17,794 62,850 |
|||
| $80,644 |
153
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Warranty
A provision is used to estimate the possibility of repairing the defective products in the future, based on historical experience, management’s judgement and other known factors. Please refer to Note 4 (15) for more details on the policy of the provision for warranties.
Decommissioning, restoration and rehabilitation costs
Decommissioning costs associated with owned factories are recognized as the provision. After the plants are decommissioned, the Company will restore the locations.
(9) Equity
- (a) Common stock
The Company’s authorized capital was $1,180,000 as of 31 December 2023 and 2022 divided into 118,000,000 shares issued with par value of NT$10 each. The paid-in capital amounted to $788,000 divided into 78,800,000 shares.
- (b) Capital surplus
| apital surplus | ||
|---|---|---|
| Additional paid-in capital | 2023.12.31 $1,364 |
2022.12.31 |
| $1,364 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
- (c) Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
154
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
A. Payment of all taxes and dues.
-
B. Offset operation losses in prior years.
-
C. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve.
-
D. Set aside or reverse special reserve in accordance with law and regulations.
-
E. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
The Company's policy on dividend distribution must be based on the factors, such as the Company's current and future investment environment, needs of capital, domestic and foreign competitive conditions, and capital budget, taking into account the interests of shareholders, and balancing dividends and the Company's long-term financial planning, etc. The board of directors shall plan the distribution each year according to law and report to the shareholders resolution meeting. When the Company distributes the dividends in the preceding paragraph, the annual cash dividends to shareholders shall not be less than 5% of the total amount of cash and stock dividends distributed in the current year.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
Details of the 2023 and 2022 earnings distribution and dividends per share as approved and resolved by the shareholders’ meeting on 14 March 2024 and 27 June 2023, respectively, are as follows:
| Legal reserve Special reserve Common stock - cash dividend |
Appropriation of earnings 2023 2022 $11,367 $27,982 (387) (24,770) 39,400 78,800 |
Dividendper share(NT$) | Dividendper share(NT$) |
|---|---|---|---|
| 2023 $11,367 (387) 39,400 |
2023 $0.50 |
2022 | |
| $1.00 |
Please refer to Note 6 (13) for more details on employees’ compensation and remuneration to directors.
155
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(10) Net sales
| Revenue from contracts with customers Sale of goods |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| $3,378,030 | $4,057,447 |
Analysis of the Group’s revenue from contracts with customers for the years ended 31 December 2023 and 2022 are as follows:
(1) Disaggregation of revenue
| 2023 Sale of goods 2022 Sale of goods |
Taiwan Segment $2,838,057 Taiwan Segment |
America Segment |
Total | |
|---|---|---|---|---|
| $539,973 | $3,378,030 | |||
| America Segment $667,644 |
Total | |||
| $3,389,803 | $4,057,447 |
The Group recognizes revenue when transferring the goods to customers, so the contract performance obligation is satisfied at a point in time.
(2) Contract balances
Contract liabilities – current
| Sale of goods | 2023.12.31 $323 |
2022.12.31 | 2022.1.1 $289 |
|---|---|---|---|
| $239 |
156
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The significant changes in the Group’s balances of contract liabilities for the years ended 31 December 2023 and 2022 are as follows:
| The opening balance transferred to revenue Increase in receipts in advance during the period (excluding the amount incurred and transferred to revenue during the period) |
Forthe years ended 31 December | Forthe years ended 31 December |
|---|---|---|
| 2023 $(239) 323 |
2022 | |
| $(289) 239 |
- (3) Transaction price allocated to unsatisfied performance obligations: None.
(4) Assets recognized from costs to fulfil a contract: None.
- Expected credit losses
| Operating expense- Expected credit losses Accounts receivable |
2023 | 2022 |
|---|---|---|
| $(9,447) | $- |
Please refer to Note 12 for more details on credit risk.
The Group measures the loss allowance of its accounts receivables (including notes receivable and accounts receivable) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as of 31 December 2023 and 2022 is as follows:
The Group considers the grouping of accounts receivable by industry sector and its loss allowance is measured by using a provision matrix, details are as follows:
157
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
As of 31 December 2023 Group 1
| Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount |
Not yet due $68,438 - $68,438 |
Overdue | >=2years $1,192 100% (1,192) $- |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| <=30 days $27,310 0%-1% (273) $27,037 |
31-60days $7,985 1%-10% (399) $7,586 |
61-90days $13,454 10%-15% (2,018) $11,436 |
91-120days $2,001 15%-20% (400) $1,601 |
121-365 days 366days -2years $3,188 $6,269 20%-95% 100% (2,996) (6,269) $192 $- |
|||||
| $129,837 (13,547) |
|||||||||
| $116,290 |
Group2
| Group2 | |||||
|---|---|---|---|---|---|
| Gross carrying amount Lifetime expected credit losses Carrying amount |
Notyet due $1,164,986 - $1,164,986 |
Overdue | 61-90days $- - $- |
Total | |
| <=30 days $64,144 (2,985) $61,159 |
31-60days $2,588 (2,588) $- |
||||
| $1,231,718 (5,573) |
|||||
| $1,226,145 |
As of 31 December 2022
Group 1
| Gross carrying amount Loss ratio Lifetime expected credit losses Carrying amount |
Not yet due $174,342 $174,342 |
Overdue | >=2years $1,135 100% (1,135) $- |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| <=30 days $42,869 0%-1% (429) $42,440 |
31-60days $5,079 1%-10% (254) $4,825 |
61-90days $3,339 10%-15% (501) $2,838 |
91-120days $989 15%-20% (198) $791 |
121-365 days 366days -2years $7,736 $1,415 20%-25% 25%-100% (1,934) (1,415) $5,802 $- |
|||||
| $236,904 (5,866) |
|||||||||
| $231,038 |
Group2
Overdue
| Group2 | Overdue | ||||
|---|---|---|---|---|---|
| Gross carrying amount Lifetime expected credit losses Carrying amount |
Notyet due $665,073 - $665,073 |
<=30 days $5,573 (5,573) $- |
31-60days $- - $- |
61-90days $- - $- |
Total |
| $670,646 (5,573) |
|||||
| $665,073 |
158
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The movement in the provision for impairment of notes receivable and accounts receivable during the years ended 31 December 2023 and 2022 is as follows:
| Beginning balance at 2023.1.1 Addition for the current period Current write-off Exchange differences Ending balance at 2023.12.31 Beginning balance at 2022.1.1 Addition for the current period Current write-off Exchange differences Ending balance at 2022.12.31 |
Accounts receivable $11,439 9,447 (1,665) (101) $19,120 |
|---|---|
| $12,428 - (1,683) 694 |
|
| $11,439 |
12. Leases
- (a) Group as a lessee
The Group leases various properties, including real estate such as land and buildings, machinery, transportation, and office equipment. The lease terms range from 2 to 20 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
A. Amounts recognized in the balance sheet
- (a) Right-of-use asset
The carrying amount of right-of-use assets
| Land Buildings Transportation equipment Total |
2023.12.31 $499,822 112,744 979 |
2022.12.31 $188,256 153,267 2,813 |
|---|---|---|
| $613,545 | $344,336 |
159
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
During the years ended 31 December 2023 and 2022, the Group’s additions to right-of-use assets amounted to $324,999 and $16,477, respectively.
(b) Lease liabilities
| Lease liabilities Current Non-Current |
2023.12.31 $497,078 $56,447 $440,631 |
2022.12.31 |
|---|---|---|
| $340,902 | ||
| $52,692 | ||
| $288,210 |
Please refer to Note 6(14)(3) for the interest on lease liabilities recognized during the years ended 31 December 2023 and 2022. Refer to Note 12 (5) liquidity risk management for the maturity analysis for lease liabilities as of 31 December 2023 and 2022.
B. Amounts recognized in the statement of profit or loss
Depreciation charge for right-of-use assets
| Land Buildings Transportation equipment Total |
2023 $13,433 38,809 1,834 $54,076 |
2022 |
|---|---|---|
| $11,459 39,443 1,916 $52,818 |
- C. Income and costs relating to leasing activities
| The expenses relating to short-term leases |
2023 $637 |
2022 |
|---|---|---|
| $841 |
- D. Cash outflow related to lessee and lease activities
During the years ended 31 December 2023 and 2022, the Group’s total cash outflows for leases amounted to $51,475 and $52,253, respectively.
160
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- Summary statement of employee benefits, depreciation, and amortization expenses by function for the years ended 31 December 2023 and 2022:
| Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | |
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits expense | ||||||
| Salaries | $137,026 | $127,282 | $264,308 | $156,808 | $130,396 | $287,204 |
| Laborandhealth insurance | 14,661 | 7,466 | 22,127 | 16,193 | 8,303 | 24,496 |
| Pension | 4,322 | 8,877 | 13,199 | 4,796 | 9,192 | 13,988 |
| Other employee benefits expense |
8,339 | 2,248 | 10,587 | 10,445 | 2,150 | 12,595 |
| Depreciation | 44,377 | 59,496 | 103,873 | 48,354 | 55,172 | 103,526 |
| Amortization | 1,005 | 12,623 | 13,628 | 1,923 | 12,039 | 13,962 |
According to the Articles of Incorporation, no less than 1% of profit of the current year is distributable as employees’ compensation and no higher than 5% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition, thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the resolution of Board of Directors’ regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on profit of 31 December 2023 and 2022, the Group estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2023 and 2022 to be 2.5% and 2% of profit, respectively, recognized as employee benefits expense.
| Employee compensation Compensation of directors and supervisors |
2023 | 2022 |
|---|---|---|
| $4,125 3,300 |
$8,789 7,031 |
161
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
A resolution was passed at the board meeting held on 14 March 2024 to distribute $4,125 thousand and $3,300 thousand in cash as the compensation and remuneration to employees and directors in 2023, respectively. No material differences existed between the estimated amount and the actual distribution of the employee compensation and remuneration to directors for the year ended 31 December 2023.
A resolution was passed at a board meeting held on 23 March 2023 to distribute $8,789 thousand and $7,031 thousand in cash as compensation and remuneration to employees and directors in 2022, respectively. No material differences existed between the estimated amount and the actual distribution of the employee compensation and remuneration to directors for the year ended 31 December 2022.
14. Non-operating income and expenses
- (a) Other income
| Other income | ||
|---|---|---|
| Rental income Interest income Financial assets measured at amortized cost Others Total |
For theyears ended 31 December | |
| 2023 | 2022 | |
| $492 287 18,470 |
$456 502 23,683 |
|
| $19,249 | $24,641 |
(b) Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Foreign exchange gains(losses), net Gain on disposal of property, plant, and equipment Compensation of gain on reversal Others Total |
For theyears ended 31 December | |
| 2023 $5,428 (1) - (144,801) $(139,374) |
2022 | |
| $290,267 135 120 (107,485) |
||
| $183,037 |
162
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(c) Finance costs
| Finance costs | ||
|---|---|---|
| Interest on loans from bank Interest on decommissioning labilities Interest on lease liabilities Total |
For theyears ended 31 December | |
| 2023 $9,723 8,983 173 $18,879 |
2022 | |
| $13,547 8,774 149 |
||
| $22,470 |
15. Components of other comprehensive income
For the year ended 31 December 2023:
| For the year ended 31 December 2023: | |||
|---|---|---|---|
| Arising during the period Reclassification adjustments during the period Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans $- $- To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation 387 - Total $387 $- For the year ended 31 December 2022: Arising during the period Reclassification adjustments during the period Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans $- $- To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of foreign operations 24,770 - Total $24,770 $- |
Other comprehensive income, before tax $(1,901) - $(1,901) Other comprehensive income, before tax $9,710 - $9,710 |
Income tax effect $380 - $380 Income tax effect $(1,942) - $(1,942) |
Other comprehens ive income, net of tax |
| $(1,521) 387 |
|||
| $(1,134) | |||
| Other comprehens ive income, net of tax |
|||
| $7,768 24,770 |
|||
| $32,538 |
163
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
16. Income tax expense
The major components of income tax expense are as follows:
A. Income tax expense recognized in profit or loss
| Current income tax expense: Current income tax payable Adjustments in respect of current income tax in prior periods Deferred tax expense: Deferred tax expense relating to origination and reversal of temporary differences Total income tax expense |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 $40,104 (760) 8,006 (16,361) $30,989 |
2022 | |
| $73,055 (372) 1,198 10,026 |
||
| $83,907 |
B. Income tax relating to components of other comprehensive income
| Deferred tax expense (income): Exchange differences on translation of foreign operations Remeasurements of defined benefit plans Income tax relating to the components of other comprehensive income |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 $- (380) $(380) |
2022 | |
| $- 1,942 |
||
| $1,942 | ||
C. Reconciliation between income tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
164
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Accounting profit before tax from continuing operations Tax amount at the domestic tax rates applicable to country incomes Adjustments in respect of current income tax in prior periods Tax effect of not deductible expense for tax purposes Tax effect of deferred tax assets/liabilities Additional income tax on undistributed retained earnings Tax effect of other adjustments according to the tax law Total income tax expense recognized in profit or loss |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 $146,179 $22,397 (760) - 1,346 8,006 - $30,989 |
2022 | |
| $355,966 | ||
| $75,007 (372) 164 5,876 1,198 2,034 |
||
| $83,907 |
D. Deferred tax assets (liabilities) relate to the following:
For the year ended 31 December 2023:
| Temporary differences Unrealized intragroup profits and losses Unrealized foreign exchange gains or losses-Parent company Unrealized foreign exchange gains or losses -Subsidiaries Allowance for Prepayments to suppliers Allowance to reduce inventories to market value Cost of decommissioning liability Investments accounted for using the equity method No-vacation bonus Actuarial profit and loss of defined benefits plan Compensation loss Unrealized sales gain Unrealized after-sales service and warranty preparation |
Balance as of 1 January $(14,005) (1,024) (9,360) 463 7,919 1,387 (74,981) - (1,994) 23,458 2,874 12,592 |
Recognized in profit or loss $4,494 10,495 (23) - 4,888 98 3,636 702 (39) (9,937) (244) (2,685) |
Recognized in other comprehensi ve income $- - - - - - - - 380 - - - |
Exchange differences $- - (3) - (46) - - - - - - 21 |
Balance as of 31 December |
|---|---|---|---|---|---|
| $(9,511) 9,471 (9,386) 463 12,761 1,485 (71,345) 702 (1,653) 13,521 2,630 9,928 |
165
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Unused loss on taxes Prepaid insurance expense Loss allowance – accounts receivable Depreciation expense Apportion of upfront cost Deferred tax expense/ (income) Net deferred tax assets/ (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January - (92) 1,232 (532) 432 $(51,631) $50,357 $(101,988) |
Recognized in profit or loss 2,894 (394) 1,634 952 (110) $16,361 |
Recognized in other comprehensi ve income - - - - - $380 |
Exchange differences (39) 7 (21) (14) 2 $(93) |
Balance as of 31 December |
|---|---|---|---|---|---|
| 2,855 (479) 2,845 406 324 |
|||||
| $(34,983) | |||||
| $57,391 | |||||
| $(92,374) |
For the year ended 31 December 2022
| Temporary differences Unrealized intragroup profits and losses Unrealized foreign exchange gains or losses-Parent company Unrealized foreign exchange gains or losses - Subsidiaries Allowance for Prepayments to suppliers Allowance to reduce inventories to market value Cost of decommissioning liability Investments accounted for using the equity method No-vacation bonus Actuarial profit and loss of defined benefits plan Compensation loss Unrealized sales gain Unrealized after-sales service and warranty |
Balance as of 1 January $(3,209) 1,147 420 463 5,928 1,294 (68,743) 986 (42) 2,563 5,778 11,502 |
Recognized in profit or loss $(10,796) (2,171) (9,500) - 1,835 93 (6,238) (986) (9) 20,895 (2,904) 565 |
Recognized in other comprehensi ve income $- - - - - - - - (1,942) - - - |
Exchange differences $- - (280) - 156 - - - - - - 525 |
Balance as of 31 December |
|---|---|---|---|---|---|
| $(14,005) (1,024) (9,360) 463 7,919 1,387 (74,981) - (1,994) 23,458 2,874 12,592 |
166
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| preparation Unused loss on taxes Prepaid insurance expense Loss allowance – accounts receivable Depreciation expense Apportion of upfront cost Deferred tax expense/ (income) Net deferred tax assets/ (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January 1,331 (84) 1,439 (1,482) 487 $(40,222) $33,338 $(73,560) |
Recognized in profit or loss (1,428) - (353) 1,076 105 $(10,026) |
Recognized in other comprehensi ve income - - - - - $(1,942) |
Exchange differences 97 (8) 146 (126) 50 $560 |
Balance as of 31 December |
|---|---|---|---|---|---|
| - (92) 1,232 (532) 432 |
|||||
| $(51,631) | |||||
| $50,357 | |||||
| $(101,988) |
E. Summary of loss on single unused taxes of the Group are as follows:
None.
- F. Unrecognized deferred tax assets
None.
- G. The assessment of income tax returns
The Company Subsidiary - Delta Power Equipment Corporation
The assessment of income tax returns Approved as of the year ended 2021 Declared as of the year ended 2022
17. Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
167
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| (1) Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousands of NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands of shares) Basic earnings per share (NT$) (2) Diluted earnings per share Profit attributable to ordinary equity holders of the Parent Company (in thousands of NT$) Profit attributable to ordinary equity holders of the Parent Company after dilution (in thousand NT$) Weighted average share amount of basic earning per share (in thousands of NT$) Dilution effect: Weighed average share amount after dilution effect adjustment (in thousands of shares) Diluted earning per share (NT$ dollar) |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 $115,190 78,800 $1.46 $115,190 $115,190 78,800 78,800 |
2022 | |
| $272,059 | ||
| 78,800 | ||
| $3.45 | ||
| $272,059 | ||
| $272,059 | ||
| 78,800 78,800 |
||
| $1.46 | $3.45 |
There is no difference between the calculation outcome of dilution earning per share and basic earnings per share of the Company.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date the financial statements were authorized for issue.
7. RELATED PARTY TRANSACTIONS
-
The transactions between single and consolidation of the Group had been eliminated during the formation of the consolidated financial statement, no significant transactions of related parties except for single and consolidation of the Group remained.
-
Compensation of key management personnel compensation
168
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Short-term employee benefits | For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 $17,616 |
2022 | |
| $18,662 |
8. ASSETS PLEDGED AS SECURITY
The following assets of the Group have banks provided as the warranties for borrowings or the application of financing limit and set up deposits for land rental from Taiwan Sugar Corporation.
| from Taiwan Sugar Corporation. | ||
|---|---|---|
| Land Buildings Other non-current asset – Time deposit Total |
Carrying amount as at 31 December 2023 2022 $131,694 $131,694 61,707 63,764 8,342 8,342 $201,743 $203,800 |
Secured liabilities |
| 2023 $131,694 61,707 8,342 $201,743 |
||
| Short-term borrowings Short-term borrowings Deposit for the rental of land |
9. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
As of 2023 and 2022, the Company has issued an unused letter of credit by US$0 and US$609, respectively.
-
The significant lease contracts signed by the Company are as follows:
| Contractparty Taiwan Sugar Co. Taiwan Sugar Co. Taiwan Sugar Co. Exeter Victor Hill Land LLC. |
Item Land Land Land Land and buildings |
Duration October 2004 ~ October 2024 January 2006 ~ October 2024 October 2023 ~ October 2043 December 2021 ~ November 2026 |
Amortization expense of annual lease payment $2,032 632 2,146 USD1,414,000 (3% annual increase) |
Deposit |
|---|---|---|---|---|
| $8,342 - 12,500 USD500,000 |
10. SIGNIFICANT DISASTER LOSS
None.
169
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
11. SIGNIFICANT SUBSEQUENT EVENTS
None.
12. OTHERS
- Categories of financial instruments
Financial assets
| Financial assets | ||
|---|---|---|
| As of 31 December 2023 2022 Financial assets measured at amortize cost Cash and cash equivalents (not include cash on hand) $82,470 $172,737 Accounts receivable 1,342,135 896,111 Other receivables 18,201 28,318 Financial liabilities As of 31 December 2023 2022 Financial liabilities at amortized cost: Short-term loans $569,700 $544,000 Short-term notes and bills payable - - Notes payable 278,012 220,399 Accounts payable 333,507 168,669 Lease liability 497,078 340,902 Other payables 174,393 232,718 |
As of 31 December | |
| 2023 | 2022 | |
| 2023 | 2022 | |
| $569,700 - 278,012 333,507 497,078 174,393 |
$544,000 - 220,399 168,669 340,902 232,718 |
- Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk, and liquidity risk related to its operating activities.
170
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures, and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
3. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk and interest rate risk, and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates primarily relates to the Group’s operating activities (when revenue or expense is denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore, natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purpose, they are not hedged by the Group.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies at the end of the reporting period, and the related effect of appreciation or depreciation of foreign currency on profit and loss of the Group.
171
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD. The information of the sensitivity analyses as follows:
When NTD appreciates or depreciates against USD by 1%, the Group’s profit and loss increase by $10,310 thousand and decrease by $2,038 thousand as of 2023 and 2022, respectively. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank borrowings with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profits for the years ended 31 December 2023 and 2022 to decrease by $570 thousand and increase by $544 thousand, respectively.
4. Credit risk management
Credit risk is the risk that counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts receivable) and from its financing activities, including bank deposits and other financial instruments.
172
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial positions, ratings from credit rating agencies, historical experiences, prevailing economic condition, and the Group’s internal rating criteria, etc. Certain customer’s credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment.
As of 31 December 2023 and 2022, accounts receivable from top ten customers represented 99% of the total accounts receivable of the Group. The credit concentration risk of other accounts receivables is insignificant.
Credit risk from balances with banks, fixed income securities, and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies, and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
5. Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments and bank loans. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve at the end of the reporting period.
173
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Non-derivative financial liabilities
| As of 31 December 2023 Short-term borrowings Notes payable Accounts payable Lease liability(Note) As of 31 December 2022 Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Lease liability |
Less than 1year $570,030 278,012 333,507 56,447 $544,369 - 220,399 168,669 52,705 |
2 to 3years - - - 169,536 $- - - - 160,005 |
4 to 5years - - - 8,625 $- - - - 57,029 |
> 5years - - - 474,983 $- - - - 126,350 |
Total |
|---|---|---|---|---|---|
| $570,030 278,012 333,507 709,591 $544,369 - 220,399 168,669 396,089 |
Note: the following table provides further information about the expire analysis of leasing liability.
| Lease liability | Expiry period | Expiry period | ||||
|---|---|---|---|---|---|---|
| Less than 1 year |
1to 5 years | 6 to10 years | 10 to15 years | > 15 years | Total | |
| $56,447 | $178,161 | $21,562 | $21,562 | $431,859 | $709,591 |
- Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended 31 December 2023
| As of 1 January 2023 Cash flows As of 31 December 2023 |
Short-term borrowings $544,000 25,700 $569,700 |
Short-term notes and billspayable $- - $- |
Other non-current liabilities |
|---|---|---|---|
| $- - $- |
174
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Reconciliation of liabilities for the year ended 31 December 2022:
| As of 1 January 2022 Cash flows As of 31 December 2022 |
Short-term borrowings $1,146,80 (602,800) $544,000 |
Short-term notes and billspayable $190,000 (190,000) $- |
Other non-current liabilities |
|---|---|---|---|
| $82 (82) |
|||
| $- |
-
Fair values of financial instruments
-
(1) The methods and assumptions applied in determining the fair value of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair value due to their short maturities.
- (2) Fair value of financial instruments measured at amortized cost
The carrying amounts of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.
-
(3) No transactions applied the fair value measurement on balance sheet as of the year ended 2023 and 2022, due to no financial instruments measured at fair value are held by the Group.
-
No derivative financial instruments hold by the Group as of the year ended 2023 and 2022.
175
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| Financial assets Monetary items: USD Financial liabilities Monetary items: USD |
As of 31 December 2023 Foreign currencies Foreign exchange rate NTD $47,173 30.72 $1,449,155 $13,612 30.72 $418,161 |
As of 31 December 2023 Foreign currencies Foreign exchange rate NTD $47,173 30.72 $1,449,155 $13,612 30.72 $418,161 |
As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 |
|---|---|---|---|---|---|
| Foreign currencies $47,173 $13,612 |
Foreign exchange rate 30.72 30.72 |
Foreign currencies $36,167 $29,531 |
Foreign exchange rate 30.71 30.71 |
NTD | |
| $1,110,689 $906,897 |
-
(1) Due to the Group’s major functional currency is USD, information on the exchange gains and losses of monetary financial assets and liabilities has been disclosed according to the currency of each material impact. The profit and loss on foreign currency of the Group as of the year ended 2023 and 2022 are $5,428 thousand and $290,267 thousand, respectively.
-
(2) The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
10. Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.
176
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
13. Other disclosure
Related information of significant transaction item, re-invest business and investment on China as of the year ended 2023 and 2022 of the Company and subsidiaries are as follows:
-
Information at significant transactions
-
(a) Financing provided to others for the year ended 31 December 2023: All transactions below were between consolidated entities and have been eliminated in consolidation.
| No | Lender | Counterparty | Financial statement account |
Related Party |
Maximum balance for the period |
Ending balance |
Amount drawn |
Interest rate |
Nature of financing (Note 3) |
Number of sales to (purchases from) counterpar ty |
Reason for financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit of financing amount for individual counterparty (note 1) |
Limit of total financing amount (note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
0 |
CHANG TYPE INDUSTRI AL CO., LTD. |
Delta Power Equipment Corporation |
Other receivables |
Yes | $258,218 | $258,218 | $258,218 | - | 1 | $668,785 | - | $- | - | $- | $668,785 | $668,785 |
0 |
CHANG TYPE INDUSTRI AL CO., LTD. |
Delta Power Equipment Corporation |
Other receivables |
Yes | $200,000 | - | $- | - | 2 | $- | For operating |
$- | - | $- | $764,473 | $764,473 |
Note 1: The limit amount of financing provided to individual counterparty:
-
(1) The amount of funds loaned to the company or bank with which the Company has business dealings shall not exceed the business transaction amount between the two parties, and shall not exceed 100% of net equity of the Company.
-
(2) The financing amount to the individual counterparty due to necessary short-term financing shall not exceed 40% of net equity of the Company.
-
Note 2: The total amount of funds loaned by the Company to others shall not exceed 100% of net equity of the Company.
-
(1) The total amount of funds loaned to the company or bank with which the Company has business dealings shall not exceed 100% of net equity of the Company.
-
(2) The total financing amount to the individual counterparty due to necessary short-term financing shall not exceed 40% of net equity of the Company.
177
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Note 3: The method of filling in the loan and nature of funds is as follows:
-
(1) code 1 represents an intercompany transaction call for a loan arrangement.
-
(2) code 2 represents short-term financing.
(2) Endorsement guarantee to others:
| No | Endorser/ Guarantor |
Counterparty | Counterparty | Guarantee Limited Amount for each Counterparty (Note1) |
Maximum balance for the period |
Guarantee Amount for the year ended 31 December 2023 (Note3) |
Amount drawn |
Value of Collateral Properties secured by the endorsement |
Ratio of Accumulated Amount of Guarantee Provided to Net Equity of the Latest Financial Statements |
Guarantee Limited Amount (Note2) |
Guarantee from the parent to subsidiary |
Guarantee from the subsidiary to parent |
Guarantee from the Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Relationship | ||||||||||||
| 0 | CHANG TYPE INDUSTRIA L CO.,LTD. |
Delta Power Equipment Corporation |
Subsidiaries | $1,911,182 | $919,480 | $589,120 | $- | N | 30.80% | $3,822,364 | Y | N | N |
Note 1: 100% of the financial statement net number of guarantees/endorsements.
Note 2: 200% of the net amount of financial statement of guarantees/endorsements.
Note 3: Should list the amount that approved by the board of directors. However, the board of directors shall, in
- accordance with Paragraph 8, Article 12 of the “Public Issuance Company's Fund Loan and
Endorsement Guarantee Handling Guidelines”, to authorize the chairman to make decisions, this refers to the amount finalized by the board of director.
-
(c) Securities held as of 31 December 2023 (excluding subsidiaries, associates, and joint venture): None.
-
(d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2023: None.
178
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(e) Acquisition of individual real estate with amount exceeding NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2023: None.
-
(f) Disposal of individual real estate with amount exceeding NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2023: None.
-
(g) Related party transactions for purchases and sales exceeding NT$100 million or 20 percent of the paid-in capital for the year ended 31 December 2023:
| Company Name | Counterparty | Relationship | Transactions | Transactions | Details of non-arm's length transaction |
Details of non-arm's length transaction |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transactions | Details of non-arm's length transaction |
Notes and accounts receivable (payable) |
Note | Unit price | Credit period | Balance | Percentage of total accounts receivable item |
||||
| CHANG TYPE INDUSTRIAL CO.,LTD. |
Delta Power Equipment Corporation |
Subsidiary | Sales | $(176,966) | 5.87% | 120 days |
Regular trading |
Regular trading |
$137,014 | 10.05% | - |
| Delta Power Equipment Corporation |
CHANG TYPE INDUSTRIAL CO.,LTD. |
Parent company |
Purchase | $176,966 | 57.69% | 120 days |
Regular trading |
Regular trading |
$(137,014) | 22.41% | - |
- (h) Receivables from related parties with amounts exceeding the lower of
NT$100 million or 20 percent of capital stock as of 31 December 2023:
| Accounted for account payable Company |
Counterparty | Relationship | Receivable parties | Turnover rate |
Overdue receivables for related parties Amount Dealing method |
Overdue receivables for related parties Amount Dealing method |
Recovered receivable amount for the related parties after theperiod |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Account balance | Dealing method | |||||||
| Change Type Industrial Co., Ltd. |
Delta Power Equipment Corporation |
Parent and subsidaries |
Accounts receivable $137,014 |
0.61 times | $77,604 | Note | $14,090 | $- |
Note: The accounts overdue for more than 90 days amounted to $77,604 thousand, which the Company
deemed to be of non-financing nature through the resolution of the board meeting held on 22 January 2024.
179
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (i) Financial instruments and derivative transactions: None.
(j) Significant transaction conditions and amount of the parent and subsidiary Company: the transactions of single and consolidated that should be eliminated has been eliminated.
| No (Note1) |
Company Name | Counter Party | Nature of Relationship (Note 2) |
IntercompanyTransactions | IntercompanyTransactions | ||
|---|---|---|---|---|---|---|---|
| Financial Statements Item |
Amount | Percentage of Consolidated Total Gross Sales or Total Assets(%) (Note 3) |
Transaction condition (Note 4) |
||||
| 0 | Change Type Industrial Co.,Ltd. |
Delta Power Equipment Corporation |
1 | Sales revenue | $176,966 | 5.24% | Note 4 |
| 0 | Change Type Industrial Co., Ltd. |
Delta Power Equipment Corporation |
1 | Accounts receivable |
$137,014 | 3.42% | Note 4 |
| 0 | Change Type Industrial Co.,Ltd. |
Delta Power Equipment Corporation |
1 | Other receivables (include financing) |
$258,218 | 6.45% | Note 4 |
| 1 | Delta Power Equipment Corporation |
Change Type Industrial Co., Ltd. |
2 | Purchase | $176,966 | 5.24% | Note 4 |
| 1 | Delta Power Equipment Corporation |
Change Type Industrial Co.,Ltd. |
2 | Accounts receivable |
$137,014 | 3.42% | Note 4 |
| 1 | Delta Power Equipment Corporation |
Change Type Industrial Co., Ltd. |
2 | Other receivables (include financing) |
$258,218 | 6.45% | Note 4 |
Note 1: 0 represents parent company, others are different subsidiaries.
Note 2: 1 represents the transaction from parent company to subsidiary.
2 represents the transaction from subsidiary to parent company.
Note 3:For the calculation of percentage on the transaction amount accounts to the consolidated total revenue or total asset, if subject to assets or liabilities, is calculate as the percentage of ending balance accounts to consolidated total assets; if subject to profits and losses, is calculate as the percentage of gross amount during the period accounts to consolidated total assets.
Note 4: The credit period is based on consideration of subsidiary’s demand, no significant difference with regular customers.
180
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(2) Information on investees:
-
(a) Names, locations, main businesses and products, original investment amount, investment as of 31 December 2023, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2023:
| Investor Company |
Investee Company |
Address | Main operating item | Initial Investment Amount | Initial Investment Amount | Investment | as of 31 December 2023 | as of 31 December 2023 | Net loss of investee company i |
Current nvestment loss recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| The ending of this period |
The end of last year | Number of shares |
Ratio | Note | |||||||
| CHANG TYPE INDUSTRI AL CO., LTD |
Delta Power Equipment Corporation |
America | Manufacturing and trading of hand tools, electrical machinery...etc |
$314,095 (USD 10,010,000) |
$314,095 (USD 10,010,000) |
10,010 | 100% | $584,499 | $15,116 (USD 485,451) |
$10,622 | Note |
Note : Current investment income from investees recognized by the Company included investment gain/loss recognized by these investees from upstream/downstream transactions.
-
(3) Information on investments in the Mainland China: None.
-
(4) Information on major shareholders:
31 December 2023
| 31 December 2023 | ||
|---|---|---|
| Shares Name |
Shareholding | Shareholding ratio |
| CHANG, CHIN-CHIN | 18,080,201 | 22.94% |
| LIU,XIU-YUE | 11,549,766 | 14.65% |
| CHANG,HSIANG-I | 7,090,569 | 8.99% |
| CHANG, QUN-YU | 6,937,444 | 8.80% |
| Special investment account of E. Sun Bank Safe Deposit Box Quinton International Ltd. |
4,752,351 | 6.03% |
| HUNG GRAND INTERNATIONAL INVESTMENTCORP. |
4,281,400 | 5.43% |
181
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
14. DEPARTMENT INFORMATION
For the purpose of operation, the Company operates in a single industry segment by different strategic segments, and they are classified into two segments as follows:
Taiwan operating department is in charge of the production and sales of electronic (pneumatic) tools.
The America operating department is in charge of selling electronic (pneumatic) tools.
No operating segments have been aggregated to form the above reportable operating segments
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. However, the financial costs, financial income and income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on a regular transaction basis, similar to transactions with the external third parties.
-
(1) Information on profit or loss of the reportable segment:
-
(a) For the year ended 31 December 2023
| Revenue External customers Interdepartmental Total revenue Interest expenses Depreciation and amortization Investment profit |
Taiwan department |
America department |
Adjustment and elimination |
Consolidated Total |
|---|---|---|---|---|
| $2,838,057 176,966 |
$539,973 - |
- $(176,966) |
$3,378,030 - |
|
| $3,015,023 | $539,973 | $(176,966) | $3,378,030 | |
| $(13,984) (74,011) (10,622) |
$(4,895) (43,490) - |
$- - 10,622 |
$(18,879) (117,501) - |
182
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Department profit and loss Assets Investments accounted for using the equity method Capital expenditure Department assets Department liabilities |
$157,561 | $(22,004) | $10,622 | $146,179 |
|---|---|---|---|---|
| $584,499 | $- | $(584,499) | $- | |
| $153,368 | $- | $- | $153,368 | |
| $3,787,341 | $1,125,356 | $(934,440) | $3,978,257 | |
| $1,876,159 | $576,637 | $(385,721) | $2,067,075 |
(b) For the year ended 31 December 2022
| Revenue External customers Interdepartmental Total revenue Interest expenses Depreciation and amortization Investment profit Department profit and loss Assets Investments accounted for using the equity method Capital expenditure Department assets Department liabilities |
Taiwan department |
America department |
Adjustment and elimination |
Consolidated Total |
|---|---|---|---|---|
| $3,389,803 668,785 |
$667,644 - |
$- (668,785) |
$4,057,447 - |
|
| $4,058,588 | $667,644 | $(668,785) | $4,057,447 | |
| $(16,325) (73,575) 17,197 $335,731 |
$(6,145) (43,913) - $37,432 |
$- - (17,197) $(17,197) |
$(22,470) (117,488) - $355,966 |
|
| $616,135 | $- | $(616,135) | $- | |
| $44,131 | $- | $- | $44,131 | |
| $3,369,815 | $1,496,784 | $(1,255,483) | $3,611,116 | |
| $1,493,889 | $933,335 | $(692,034) | $1,735,190 |
(2) Geographic information:
(a) Revenue from external customers:
| America Others Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2023 $3,189,261 188,769 $3,378,030 |
2022 | |
| $3,867,775 189,672 |
||
| $4,057,447 |
183
CHANG TYPE INDUSTRIAL CO., LTD., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Non-current assets:
| Asia America Total |
As of 31 December | As of 31 December |
|---|---|---|
| 2023 $1,098,311 283,434 $1,381,745 |
2022 | |
| $816,699 317,192 |
||
| $1,133,891 |
(4) Information about major customers
A customer to those the Company’s sales exceeded 10% of its net consolidated sales in 2023 and 2022 is as follows:
| 2023 | % 83% |
2022 | 2022 | |
|---|---|---|---|---|
| Client name Customer A |
Sales amount $2,814,832 |
Sales amount $3,373,444 |
% | |
| 83% |
184
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED 31 DECEMBER 2023 AND 2022
Address: No. 41, Nan-tsuen Road, Ho-Li, Taichung City, Taiwan, R.O.C Telephone: 886-4-25580669
Notice to readers:
The reader is advised that these financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
185
Independent Auditor’s Report
To Chang Type Industrial Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Chang Type Industrial Co., Ltd. (the “Company”) as of 31 December 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2023 and 2022, and notes to the parent company only financial statements, including the summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of 31 December 2023 and 2022, and its parent company only financial performance and cash flows for the years ended 31 December 2023 and 2022, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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 Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Best on the audits, 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 2023 the parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
186
Inventory valuation
As of 31 December 2023, the net inventories amounted to NT$427,867 thousand, accounting for 11% of the total assets. Because the amount was material to the Company’s financial statements, the sales were affected by the uncertainty due to market demand, and the valuation policy of the inventories involved a high level of management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: performing simple test to assess the effectiveness of inventory internal control established by management; understanding the accounting policy around obsolete and slow-moving inventories; selecting important storage locations to observe inventory counts; sampling and testing the accuracy of inventory aging intervals to verify whether the aging reports were reasonable; in addition, in order to evaluate the reasonableness of inventories valuation, we also obtained inventory movement report, sampled and tested related certificates of purchases and sales, and verified the unit cost of inventories to access the net realizable value of inventories. We also assessed the adequacy of the disclosures related to inventories in Notes 5 and 6.
Provision for warranties
As of December 31, 2023, the provision for warranties amounted to NT$27,743 thousand. The management determined the estimate of the provision for warranties by the past experience of repairing consumers’ defective products. Because the estimates involved significant management judgment, we determined this to be a key audit matter. Our audit procedures included, but were not limited to: understanding the internal control of provision for warranties established by management; evaluating the reasonableness of accounting policy around provision for warranties and the accuracy of recalculating provision for warranties according to the accounting policy; analyzing the reasonableness of provision for warranties by comparing the amounts year over year. In addition, we obtained details of provision for warranties of the subsequent period to check the actual amounts or reversal of the provision for warranties of the subsequent period. We also assessed the adequacy of disclosures related to provision for warranties in Notes 5 and 6.
187
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease 。 operations or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report 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 parent company only financial statements.
188
As part of an audit in accordance with the Standards Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
189
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 the internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 the parent company only financial statements and are therefore, the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lo,Wen-Chen Huang,Yu-Ting
Ernst & Young, Taiwan 14 March 2024
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation
190
CHANG TYPE INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS 31 December 2023 and 31 December 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets Cash and cash equivalents Accounts receivable - net Accounts receivable - related parties, net Other receviables Inventories, net Prepayment Other current assets Total current assets Non-current assets Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets |
Notes | As | of |
|---|---|---|---|
| 31 Dec 2023 $16,312 1,226,145 137,014 276,420 427,867 17,404 3,369 2,104,531 584,499 482,339 500,801 22,051 41,444 51,676 1,682,810 $3,787,341 |
31 Dec 2022 | ||
| 4, 6(1) 4, 6(2), 6(12) 4, 6(12), 7 4, 7 4, 6(3) 4 4, 6(4) 4, 6(5), 8 4, 6(13) 4 4, 6(17) 6(8),8 |
$8,712 665,073 447,821 284,488 515,726 14,689 472 |
||
| 1,936,981 | |||
| 616,135 506,449 191,069 31,882 41,169 46,130 |
|||
| 1,432,834 | |||
| $3,369,815 |
(The accompanying notes are an integral part of the parent company only financial statements)
(continued)
191
CHANG TYPE INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS
31 December 2023and 31 December 2022
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity Current liabilities Short-term loans Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Provisions, current Other current liabilities Total current liabilities Non-current liabilities Provision, non-current Deferred tax liabilities Lease liabilities, non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Retained earnings Total retained earnings Other components of equity Exchange differences on translation of foreign operations Total equity Total liabilities and equity |
Notes | As | of |
|---|---|---|---|
| 31 Dec 2023 $569,700 238 278,012 333,507 145,396 48,016 9,227 18,186 1,402,282 35,679 72,998 365,170 30 473,877 1,876,159 788,000 1,364 324,128 9,918 797,303 1,131,349 (9,531) 1,911,182 $3,787,341 |
31 Dec 2022 | ||
| 4, 6(6) 4, 6(11) 6(7) 4 4, 6(9) 4, 6(13) 4, 5, 6(9) 4, 6(17) 4, 6(13) 4, 6(10) |
$544,000 154 220,399 168,669 199,226 41,970 8,229 12,907 |
||
| 1,195,554 | |||
| 43,721 77,999 176,585 30 |
|||
| 298,335 | |||
| 1,493,889 | |||
| 788,000 1,364 296,146 34,688 765,646 |
|||
| 1,096,480 | |||
| (9,918) | |||
| 1,875,926 | |||
| $3,369,815 |
(The accompanying notes are an integral part of the parent company only financial statements)
192
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Net sales Cost of sales Gross profit Realized intercompany profit Net gross profit Operating expenses Sales and marketing General and administrative Research and development Total operating expenses Operating income Non-operating income and expenses Other revenue Other gains and losses Financial costs Share of profit or loss of associates and joint ventures Total non-operating income and expenses Income from continuing operations before income tax Income tax expense Income from continuing operations, net of tax Other comprehensive income (loss) Items that may not to be reclassified subsequently to profit or loss Remeasurements of defined benefit plans Income tax related to items that may not to be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operation Income tax related to items that may be reclassified subsequently loss Total other comprehensive income (loss) , net of tax Total comprehensive income Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted |
Notes 4, 6(11), 7 6(3), 6(14) 6(14) 6(15) 6(15) 6(15) 6(4) 4, 6(17) 6(16) 4, 6(18) |
For the Years Ended 31 December | For the Years Ended 31 December | For the Years Ended 31 December |
|---|---|---|---|---|
| 2023 | 2022 | |||
| $3,015,023 (2,543,138) |
$4,058,588 (3,736,016) |
|||
| 471,885 (21,401) |
322,572 51,409 |
|||
| 450,484 | 373,981 | |||
| (55,291) (75,287) (17,508) |
(70,474) (108,634) (22,451) |
|||
| (148,086) | (201,559) | |||
| 302,398 | 172,422 | |||
| 19,249 (139,480) (13,984) (10,622) |
24,638 137,799 (16,325) 17,197 |
|||
| (144,837) | 163,309 | |||
| 157,561 (42,371) |
335,731 (63,672) |
|||
| 115,190 | 272,059 | |||
| (1,901) 380 387 - |
9,710 (1,942) 24,770 - |
|||
| (1,134) | 32,538 | |||
| $114,056 | $304,597 | |||
| $1.46 | $3.45 | |||
| $1.46 | $3.45 |
(The accompanying notes are an integral part of the parent company only financial statements)
193
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Item | Notes | Capital | Capital | Retained Earnings | Other components of equity |
Total equity | ||
|---|---|---|---|---|---|---|---|---|
| Common Stock | Additional Paid-in Capital |
Legal Reserve | Special Reserve | Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
|||
| Balance as of 1 January 2022 Appropriations of earnings, 2021: Legal reserve Special reserve Cash dividend Net income in 2022 Other comprehensive income (loss), net of tax in 2022 Total comprehensive income (loss) Balance as of 31 December 2022 Balance as of 1 January 2023 Appropriations of earnings, 2022: Legal reserve Special reserve Cash dividends Net income in 2023 Other comprehensive income, net of tax in 2023 Total comprehensive income Balance as of 31 December 2023 |
6(10) 6(16) 6(10) 6(10) 6(16) 6(10) |
$788,000 $788,000 $788,000 $788,000 |
$1,364 $1,364 $1,364 $1,364 |
$266,054 30,092 $296,146 $296,146 27,982 $324,128 |
$24,047 10,641 $34,688 $34,688 (24,770) $9,918 |
$723,552 (30,092) (10,641) (197,000) 272,059 7,768 279,827 $765,646 $765,646 (27,982) 24,770 (78,800) 115,190 (1,521) 113,669 $797,303 |
$(34,688) 24,770 24,770 $(9,918) $(9,918) 387 387 $(9,531) |
$1,768,329 - - (197,000) 272,059 32,538 304,597 $1,875,926 $1,875,926 - - (78,800) 115,190 (1,134) 114,056 $1,911,182 |
(The accompanying notes are an integral part of the parent company only financial statements)
194
CHANG TYPE INDUSTRIAL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation Amortization Interest expense Interest income Share of loss (profit) of subsidiary Loss (gain) on disposal of property, plant and equipment Loss on decline in value and obsolescence of inventories Realized intercompany loss (profit) Gain from lease modification Changes in operating assets and liabilities: (Increase) decrease in accounts receivable Decrease in accounts receivable - related parties Decrease (increase) in other receivables Decrease in inventories, net (Increase) decrease in prepayments (Increase) decrease in other current assets Increase other non-current assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable (Decrease) increase in other payables (Decrease) increase in provisions Increase (decrease) in other current liabilities Cash generated from operating Interest received Interest paid Income tax paid Net cash generated from operating activities |
For the Years Ended 31 December | For the Years Ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| $157,561 60,383 13,628 13,984 (287) 10,622 1 7,500 21,401 - (561,072) 310,807 8,082 80,359 (4,616) (2,897) (18,457) 84 69,351 164,838 (55,417) (7,044) 2,840 |
$335,731 59,612 13,962 16,325 (502) (17,197) (135) 9,800 (51,409) (120) 1,441,924 11,981 (188,865) 596,503 24,207 7,685 (11,792) (58) (529,254) (484,616) 68,785 1,533 (218) |
|
| 271,651 | 1,303,882 | |
| 273 (9,930) (41,221) |
493 (13,627) (44,595) |
|
| 220,773 | 1,246,153 |
(The accompanying notes are an integral part of the parent company only financial statements)
(Continued)
195
CHANG TYPE INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| For the Years Ended 31 December 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars) |
||
|---|---|---|
| (Continued) Cash flows from investing activities: Acquistion of investments accounted for under the equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase refundable deposits Acquisition of intangible assets Acquisition of right-of-use assets Decrease (increase) inprepayment for equipment Net cash used in investing activities Cash flows from financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term bills payable Decrease in short-term bills payable Decrease in lease liabilities Decrease in other non-current liabilities Cash dividend Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
For the Years Ended 31 December | |
| 2023 | 2022 | |
| - (23,718) 124 (840) (259) (125,183) 2,689 |
(208,846) (34,151) 135 (840) (1,997) - (4,598) |
|
| (147,187) | (250,297) | |
| 4,228,800 (4,203,100) 460,000 (460,000) (12,886) - (78,800) |
9,513,800 (10,116,600) - (190,000) (10,119) (82) (197,000) |
|
| (65,986) | (1,000,001) | |
| 7,600 8,712 |
(4,145) 12,857 |
|
| $16,312 | $8,712 |
(The accompanying notes are an integral part of the parent company only financial statements)
196
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
1. HISTORY AND ORGANIZATION
Chang Type Industrial Co., Ltd. (“the Company”) was incorporated on 21 April 1989 to manufacture, process and sell hand tools, electric machines, motors, power tools, automatic control system, computer machinery, electric test instruments, woodworking machines and metal parts. The Company is also the agent to import and export raw materials for all related products mentioned above and to design various molds and fixtures.
The Company's stocks were approved by the authority to be listed on the OTC on 14 January 2003 by the Securities and Futures Bureau, Ministry of Finance. The Company’s registered office and, main business location, is at No. 41, Nancun Road, Houli District, Taichung, Taiwan (R.O.C.).
2. DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUE
The parent company only financial statements of the Company for the years ended 31 December 2023 and 2022 were authorized for issue by the Company’s board of directors on 14 March 2024.
3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS
- (1) Changes in accounting policies resulting from applying certain standards and amendments for the first time
The Company applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are endorsed by the Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2023. Each new standards and amendments had no material impact on the Company.
197
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (2) Standards or interpretations issued, revised, or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued by IASB |
|---|---|---|
| a | Classification of Liabilities as Current or Non-current – Amendments to IAS 1 |
1 January 2024 |
| b | Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 |
1 January 2024 |
| c | Non-current Liabilities with Covenants – Amendments to IAS 1 |
1 January 2024 |
| d | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7 |
1 January 2024 |
- (a) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
- (b) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.
- (c) Non-current Liabilities with Covenants – Amendments to IAS 1
The amendments improved the information companies provide about long-term debt with covenants. The amendments specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.
198
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (d) Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments introduced additional information of supplier finance arrangements and added disclosure requirements for such arrangements.
The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after 1 January 2024. The new or amended standards and interpretations have no material impact on the Company.
- (3) Standards or interpretations issued, revised, or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | Newly released, Revised or Amended Standards and Interpretations |
Effective Date issued by IASB |
|---|---|---|
| a | IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures |
To be determined by IASB |
| b | IFRS 17“Insurance Contracts” | 1 January 2023 |
| c | Lack of Exchangeability– Amendments to IAS21 | 1January2025 |
- (a) IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
199
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
IFRS 10 was also amended so that the gain or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the interests of unrelated investors in the associate or joint venture.
(b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation, and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.
Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
IFRS 17 was issued in May 2017, and it was amended in 2020 and 2021. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after 1 January 2023.
(c) Lack of Exchangeability – Amendments to IAS 21
These amendments specify whether a currency is exchangeable into another currency and, when it is not, to determining the exchange rate to use and the disclosures to provide. The amendments apply for annual reporting periods beginning on or after 1 January 2025.
200
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The remaining new or amended standards and interpretations have no material impact on the Company.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Statement of Compliance
The parent company only financial statements of the Company for the years ended 31 December 2023 and 2022 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”), which is endorsed by the FSC.
(2) Basis of Preparation
The Company prepared parent company only financial statements in accordance with Article 21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the parent company only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent company only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.
The parent company only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The parent company only financial statements are expressed in thousands of New Taiwan Dollars (“$”) unless otherwise stated.
201
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (3) Foreign Currency Transactions
The parent company only financial statements of the Company are presented in NT$, which is also the Company’s functional currency.
Transactions in foreign currencies are initially recorded by the Company at functional currency rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Nonmonetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair value is determined. Nonmonetary items that are measured at historical cost in foreign currencies are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a nonmonetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
202
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(4) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. When the partial disposal involves the loss of control of a subsidiary that includes a foreign operation and when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation, the partial disposals are accounted for as disposals.
On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.
Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.
203
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (5) Current and non-current distinction
An asset is classified as current when:
-
(a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle.
-
(b) The Company holds the asset primarily for the purpose of trading.
-
(c) The Company expects to realize the asset within twelve months after the reporting period.
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to liquidate a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(a) The Company expects to liquidate the liability in its normal operating cycle.
-
(b) The Company holds the liability primarily for the purpose of trading.
-
(c) The liability is due to be liquidated within twelve months after the reporting period.
-
(d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
- (6) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
204
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(7) Financial Instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
(a) Financial instruments: Recognition and Measurement
The Company accounts for regular way purchase or sales of financial assets on the trade date.
The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
A.the Company’s business model for managing the financial assets and B.the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as notes receivables, accounts receivable, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
A.the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
B.the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
205
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
A. purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
(2) Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
206
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company measures expected credit losses of a financial instrument in a way that reflects:
-
(a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
(b) the time value of money; and
-
(c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions, and forecasts of future economic conditions.
The loss allowance is measured as follows:
-
A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Company needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
207
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (3) Derecognition of financial assets
A financial asset is derecognized when:
-
i. The rights to receive cash flows from the asset have expired.
-
ii. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred.
-
iii. The Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
- (d) Financial liabilities and equity instruments
Classification between liabilities or equity
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
208
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(e) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
209
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(8) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(a) In the principal market for the asset or liability, or
(b)In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
(9) Inventories
Inventories are valued at lower of cost and net realizable value item by item.
Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:
210
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Raw materials - Purchase cost under weighted average method. Finished goods and work in progress – Including cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs under weighted average method.
Net realizable value is the balance of estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
(10) Investments accounted for under the equity method
According to Article 21 of the Regulation, the Company’s investment in subsidiaries was presented as “Investments accounted for using equity method” and made necessary adjustments. The profit or loss during the period and other comprehensive income presented in the parent company only financial statements shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to shareholders of the parent presented in the financial statements prepared on a consolidated basis, and the shareholders’ equity presented in the parent company only financial statements shall be the same as the equity attributable to shareholders of the parent presented in the financial statements prepared on a consolidated basis. The adjustment was considered the difference between investment in subsidiaries in consolidated financial statements according to IFRS 10 “Consolidated financial statements” and application of IFRS to different reporting entities, debit/credit “Investment accounted for using equity method”, “Share of profit or loss of subsidiaries, associates and joint ventures” or “Share of other comprehensive profit or loss of subsidiaries, associates and joint ventures” etc.
The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence. Joint venture means the Company has rights to the net assets of the joint agreement (with joint controller).
211
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Company and the associate or joint venture are eliminated to the extent of the Company’s related interest in the associate or joint venture.
When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affect the Company’s percentage of ownership interests in the associate or joint venture, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a pro-rata basis.
When the associate or joint venture issues new stock, and the Company’s interest in an associate or a joint venture is reduced or increased as the Company fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in additional paidin capital and investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.
212
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Company estimates:
-
(a) Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
(b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate or joint venture, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.
213
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(11)Property, plant, and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Items Buildings Machinery and equipment Transportation equipment Office equipment Other equipment |
Useful Lives |
|---|---|
| 10 – 50 years 5 – 12 years 5 – 7 years 3 – 8 years 2 – 10 years |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.
214
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(12) Leases
The Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:
- (a) the right to obtain substantially all the economic benefits from use of the identified asset; and
(b) the right to direct the use of the identified asset.
For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative standalone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the standalone price, maximizing the use of observable information.
Company as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.
At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
215
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a)f ixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b)variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
-
(d) the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Company measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
(a)the amount of the initial measurement of the lease liability;
-
(b)any lease payments made at or before the commencement date, less any lease incentives received;
-
(c)any initial direct costs incurred by the lessee; and
-
(d)an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-ofuse asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
216
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Company accounted for as short-term leases or leases of low-value assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements of comprehensive income.
For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Company as a lessor
At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.
The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
217
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(13) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.
A summary of the policies applied to the Company’s intangible assets is as follows:
218
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Trademark rights | Computer software | |
|---|---|---|
| Useful lives | Limited 15 years | Limited 5 years |
| Amortization | Amortized on a | Amortized on a straight- |
| method used | straight-line basis over | line basis over the |
| the term of the | estimated useful life | |
| trademark rights | ||
| Internally | Acquired | Acquired |
| generated or | ||
| acquired |
(14) Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
219
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(15) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Provision for warranties
A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement and other known factors.
220
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(16) Revenue recognition
The Company’s revenue arising from contracts with customers are primarily related to sale of good. The accounting policies are explained as follows:
Sales of goods
The Company manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main products of the Company are hand tools and power tools, and revenue is recognized based on the consideration stated in the contract. For certain sales of goods transactions, they are usually accompanied by volume discounts (based on the accumulated total sales amount for a specified period). Therefore, revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. So the Company estimates the discounts using the expected value method based on historical experiences. Revenue is only recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. During the period specified in the contract, refund liability is recognized for the expected volume discounts. Please refer to Note 6 for more details.
The Company provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.
The credit period of the Company’s sale of goods is from 97 to 150 days. For most of the contracts, when the Company transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as account receivables. The Company usually collects the payments shortly after transfer of goods to customers, therefore, there is no significant financing component to the contract. For some of the contracts, the Company has transferred the goods to customers but does not have a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Company measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.
221
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(17) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(18) Government grants
The company recognizes government grant income only when it is reasonably confident that it will meet the conditions set by the government grant and can receive the inflow of economic benefits from the government grant. When the subsidy is related to assets, the government grant is recognized as deferred income and recognized as income by installments over the expected useful life of the relevant assets; when the subsidy is related to expense items, government grants are recognized as income in a reasonable and systematic manner in line with the expected period in which the related costs are incurred.
Where the Company receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.
(19) Post-employment benefits
All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore fund assets are not included in the Company’s consolidated financial statements.
222
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:
(a)the date of the plan amendment or curtailment, and
- (b) the date that the Company recognizes restructuring-related costs or severance pay
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
(20) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
223
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the resolution of Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
i. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
-
ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
- i. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
224
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
According to the temporary exception in the International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12), information about deferred tax assets and liabilities related to Pillar Two income tax will neither be recognized nor be disclosed.
5. Significant accounting judgments, estimates and assumptions
The preparation of the Company’s parent company only financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
225
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(1) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(a) Provisions for liability
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration, and rehabilitation costs arose on construction of a property, plant, and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Provision for warranties
A provision is recognized as a liability, based on the contracts with consumers and the optimal estimate management judges with past experience to determine an outflow of resources embodying economic benefits to settle the obligation in the future. Please refer to Note 4 for more details on the policy of the provision for warranties.
226
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Evaluation of inventories
Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.
6.Contents of significant accounts
- (1) Cash and cash equivalents
| Cash on hand Bank deposits and checking accounts Total |
As of 31 2023 $90 16,222 $16,312 |
December |
|---|---|---|
| 2022 $90 8,622 $8,712 |
-
(2) Accounts receivables - net
-
(a) Details as follows:
| Details as follows: | ||
|---|---|---|
| Accounts receivables Less: loss allowance Total |
As of 31 | December |
| 2023 $1,231,718 (5,573) $1,226,145 |
2022 | |
| $670,646 (5,573) |
||
| $665,073 |
-
(b) Trade receivables were not pledged.
-
(c) Accounts receivables are generally on 97-150 day terms. The total carrying amount for the years ended 31 December 2023 and 2022 were $1,368,732 and $1,118,467, respectively. Please refer to Note 6(12) for more details on loss allowance of accounts receivables for the years ended 31 December 2023 and 2022. Please refer to Note 12 for more details on credit risk management.
227
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(3) Inventories
-
(a) Details as follows:
| Details as follows: | ||
|---|---|---|
| Raw materials Work in progress Manufacturing goods Finished goods Inventories Total |
As of 31 December | |
| 2023 | 2022 | |
| $242,210 73,628 33,341 78,682 6 $427,867 |
$338,183 54,477 39,151 83,914 1 |
|
| $515,726 |
The inventory cost recognized as operating costs for the years ended 31 December 2023 and 2022 were $2,543,138 and $3,736,016, respectively. The loss on decline in value and obsolescence of inventories included in the amounts were $7,500 and $9,800, respectively.
No inventories were pledged.
-
(4) Investments accounted for under the equity method
-
(a) Details for investments accounted for using the equity method are as follows:
| Name of the investee company Delta Power Equipment Corporation |
2023.12.31 Amount Proportion of holding shares $584,499 100% |
2023.12.31 Amount Proportion of holding shares $584,499 100% |
2022.12.31 | 2022.12.31 | |
|---|---|---|---|---|---|
| Amount $584,499 |
Amount $616,135 |
Proportion of holding shares |
|||
| 100% | 100% |
(b) Investing subsidiaries is represented as “Investments accounted for using equity method” in the parent company only financial statements, and adjusts the evaluation if necessary.
228
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (c) Exchange difference on profits and losses of shares from subsidiaries, associates, and joint adventure and international operating institution’s financial statements are recognized under investments accounted for using the equity method as of the year ended 2023 and 2022, and recognized the same period of statements audited by accountants. Details are as follows:
| Investee company or investment item Delta Power Equipment Corporation |
2023 Investment loss Exchange difference on the financial statements of foreign operatinginstitutions $(10,622) $387 |
2022 | 2022 |
|---|---|---|---|
| Investmentprofit $17,197 |
Exchange difference on the financial statements of foreign operatinginstitutions |
||
| $24,770 | |||
The investment in related companies mentioned above did not have contingent liabilities or capital commitments as of 31 December 2023 and 2022, and no pledge was provided.
(5) Property, plant, and equipment
| (5) Property, plant, and equipment | ||
|---|---|---|
| Property, plant and equipment for own use |
As of 31 December | |
| 2023 | 2022 | |
| $482,339 | $506,449 |
(a)Property, plant and equipment for own use
| Cost: As of 1 Jan. 2023 Additions Disposals Transfers As of 31 Dec. 2023 Depreciation and impairment: As of 1 Jan. 2023 Depreciation Disposals As of 31 Dec. 2023 |
Land and land Improvements |
Buildings | Machinery and equipment |
Transportatio n equipment |
Office equipment |
Other equipment $124,146 5,125 (401) - $128,870 $106,381 8,401 (342) 114,440 |
Construction inprocess $- - - - $- $- - - $- |
Total |
|---|---|---|---|---|---|---|---|---|
| $134,881 - - - |
$423,766 - - - |
$290,545 8,482 (436) 7,524 |
$7,060 - (1,353) - |
$10,299 - - - |
$990,697 13,607 (2,190) 7,524 |
|||
| $134,881 | $423,766 | $306,115 | $5,707 | $10,299 | $1,009,638 | |||
| $- - - |
$199,506 9,158 - $208,664 |
$163,392 26,537 (436) |
$6,048 507 (1,287) |
$8,921 513 - |
$484,248 45,116 (2,065) |
|||
| $- | $189,493 | $5,268 | $9,434 | $527,299 |
229
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Cost: As of 1 Jan. 2022 Additions Disposals Transfers As of 31 Dec. 2022 Depreciation and impairment: As of 1 Jan. 2022 Depreciation Disposals As of 31 Dec. 2022 Net carrying amount as of: 31 Dec. 2023 31 Dec. 2022 |
Land and land Improvements |
Buildings | Machinery and equipment |
Transportatio n equipment |
Office equipment |
Other equipment |
Construction inprocess |
Total |
|---|---|---|---|---|---|---|---|---|
| $134,881 - - - |
$423,766 - - - |
$252,739 23,345 - 14,461 |
$8,000 - (940) - |
$10,299 - - - |
$119,072 4,724 - 350 |
$- - - - |
$948,757 28,069 (940) 14,811 |
|
| $134,881 | $423,766 | $290,545 | $7,060 | $10,299 | $124,146 | $- | $990,697 | |
| $- - - |
$190,329 9,177 - |
$137,369 26,023 - |
$6,188 800 (940) |
$8,407 514 - |
$96,332 10,049 - |
$- - - |
$438,625 46,563 (940) |
|
| $- | $199,506 | $169,392 | $6,048 | $8,921 | $106,381 | $- | $484,248 | |
| $134,881 | $215,102 | $116,622 | $439 | $865 | $14,430 | $- | $482,339 | |
| $134,881 | $224,260 | $127,153 | $1,012 | $1,378 | $17,765 | $- | $506,449 |
-
(b) The land located in Dunnan section, Houli District in the amount of NT$440 thousand was agriculture land, so its owner was temporarily registered as natural person.
-
(c) Please refer to Note 8 for more details on property, plant, and equipment under pledge.
-
(d) There is no occurrence of capitalization of interest due to purchasing property, plant, and equipment.
-
(6) Short-term loans
| Short-term loans | |||
|---|---|---|---|
| Unsecured bank loans Secured bank loans Total unused short-term lines of credits Interest Rates (%) |
As of 31 December | ||
| 2023 $450,700 119,000 $569,700 $2,107,300 2023 1.68%~1.70% |
2022 | ||
| $437,500 106,500 |
|||
| $544,000 | |||
| $2,343,000 | |||
| 2022 | |||
| 1.54%~1.93% |
Please refer to Note 8 for more details on property, plant, and equipment pledged as security for bank borrowings.
230
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(7) Other payables
| ther payables | ||
|---|---|---|
| Accrued salary and bonus Accrued employees’ compensation, and directors’ remuneration Accrued Compensation Others Total |
As of 31 December | |
| 2023 $22,025 16,650 60,334 (Note 1) 46,387 $145,396 |
2022 | |
| $23,780 26,025 107,485 (Note 2) 41,936 |
||
| $199,226 |
Note 1: The Group has reached a consensus with Stanley Black & Decker, Inc. (“SBD”) on 10 July 2023, based on commercial considerations, to compensate for product design modification rework by paying US$4,650,000. As of 31 December 2023, the unpaid amount totaled US$1,940,000.
Note 2: The patent infringement suit between the Company and Robert Bosch Tool Corporation. (“Bosch”) had been settled because of commercial consideration. They signed the conciliation agreement on 20 January 2023, for which the Company shall pay US$3,500,000 and Bosch withdrew the action and the damages claim against the Company.
(8) Post-employment benefit
Defined contribution plan
The Company adopts a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company has made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts:
| Defined contribution plan | For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 $6,185 |
2022 | |
| $6,461 |
231
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Defined benefits plan
The Company adopts a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March in the following year.
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Company expects to contribute $256 to its defined benefit plan during the 12 months beginning after 31 December 2023.
As of 31 December 2023, the Company's defined benefit plan is expected to expire in 2033.
232
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Pension costs recognized in profit or loss are as follows:
| Expected return on planned assets Net interest on the net defined benefit liabilities Total |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 | 2022 $(177) 134 $(43) |
|
| $(341) 141 |
||
| $(200) |
Reconciliations of liabilities (assets) of the defined benefit obligation and plan assets at fair value are as follows:
| plan assets at fair value are as follows: | ||
|---|---|---|
| Defined benefit obligation Plan assets at fair value Contribution status Other non-current (assests) liabilities - defined benefit obligation |
As | of |
| 31 Dec2023 $13,619 (28,445) (14,826) $(14,826) |
31 Dec2022 | |
| $11,450 (27,720) |
||
| (16,270) | ||
| $(16,270) |
Reconciliation of liability (asset) of the defined benefit plan is as follows:
| As of 1 January 2022 Interest expense (income) Subtotal Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Payments from the plan Contributions by employer As of 31 December 2022 Interest expense (income) Subtotal |
Defined benefit obligation |
Fair value of planassets |
Benefit liability (asset) |
|---|---|---|---|
| $19,076 134 |
$(25,321) (177) |
$(6,245) (43) |
|
| 19,210 | (25,498) | (6,288) | |
| 14 (460) (7,314) |
- (1,950) - |
14 (2,410) (7,314) |
|
| (7,760) | (1,950) | (9,710) | |
| - | (272) | (272) | |
| 11,450 141 |
(27,720) (341) |
(16,270) (200) |
|
| 11,591 | (28,061) | (16,470) |
233
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Remeasurements of the defined benefit liabilities /assets: Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Subtotal Contributions by employer As of 31 December 2023 |
Defined benefit obligation |
Fair value of planassets |
Benefit liability (asset) |
|---|---|---|---|
| 119 1,220 (689) |
- (127) - |
119 1,093 (689) |
|
| 2,028 | (127) | 1,901 | |
| - | (257) | (257) | |
| $13,619 | $(28,445) | $(14,826) |
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| Discount rate Expected rate of salary increases Rate of expected return on planned assets |
As of31 December | As of31 December |
|---|---|---|
| 2023 | 2022 | |
| 1.26% 2.00% 1.26% |
1.23% 0.20% 1.23% |
Sensitivity analysis for significant assumption are shown below:
| Discount rate increase by 0.5% Discount rate decrease by 0.5% Future salary increase by 0.5% Future salary decrease by 0.5% |
For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|---|---|
| 2023 | 2022 | |||
| Increase defined benefit obligation |
Decrease defined benefit obligation |
Increase defined benefit obligation |
Decrease defined benefit obligation |
|
| $- 971 959 - |
$722 - - 721 |
$- 434 436 - |
$394 - - 83 |
The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
234
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(9) Provisions for liability
| (9) Provisions for liability | ||||
|---|---|---|---|---|
| 1 Jan. 2023 Arising during the period Utilized 31 Dec. 2023 Current -31 Dec. 2023Non-current -31 Dec. 202331 Dec. 2023 1 Jan. 2022 Arising during the period Utilized 31 Dec. 2022 Current -31 Dec. 2022Non-current -31 Dec. 2022Current -31 Dec. 2022 |
Warranty $34,961 4,156 (11,374) |
Decommissioning, restoration and rehabilitation costs $16,989 174 - $17,163 $- 17,163 $17,163 $16,840 149 - $16,989 $- 16,989 $16,989 |
Total | |
| $51,950 4,330 (11,374) |
||||
| $27,743 $9,227 18,516 $27,743 $33,577 12,021 (10,637) $34,961 $8,229 26,732 $34,961 |
$44,906 | |||
| $9,227 35,679 |
||||
| $44,906 | ||||
| $50,417 12,170 (10,637) |
||||
| $51,950 | ||||
| $8,229 43,721 |
||||
| $51,950 |
Warranty
A provision is used to estimate the possibility of repairing the defective products in the future, based on historical experience, management’s judgement and other known factors. Please refer to Note 4 (15) for more details on the policy of the provision for warranties.
Decommissioning, restoration and rehabilitation costs
Decommissioning costs associated with owned factories are recognized as provision. After the plants are decommissioned, the Company will restore the locations.
235
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(10) Equity
(a) Common stock
The Company’s authorized capital was $1,180,000 as of 31 December 2023 and 2022 divided into 118,000,000 shares issued with par value of NT$10 each. The paid-in capital amounted to $788,000 divided into 78,800,000 shares.
- (2) Capital surplus
| apital surplus | ||
|---|---|---|
| Additional paid-in capital | 2023.12.31 $1,364 |
2022.12.31 |
| $1,364 |
According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
(3) Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
A. Payment of all taxes and dues.
-
B. Offset operation losses in prior years.
-
C. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve.
-
D. Set aside or reverse special reserve in accordance with law and regulations.
-
E. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
236
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company's policy on dividend distribution must be based on the factors, such as the Company's current and future investment environment, needs of capital, domestic and foreign competitive conditions, and capital budget, taking into account the interests of shareholders, and balancing dividends and the Company's long-term financial planning, etc. The board of directors shall plan the distribution each year according to law and report to the shareholders resolution meeting. When the Company distributes the dividends in the preceding paragraph, the annual cash dividends to shareholders shall not be less than 5% of the total amount of cash and stock dividends distributed in the current year.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paidin capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
Details of the 2023 and 2022 earnings distribution and dividends per share as approved and resolved by the shareholders’ meeting on 14 March 2024 and 27 June 2023, respectively, are as follows:
| Legal reserve Special reserve Common stock - cash dividend |
Appropriation of earnings 2023 2022 $11,367 $27,982 (387) (24,770) 39,400 78,800 |
Appropriation of earnings 2023 2022 $11,367 $27,982 (387) (24,770) 39,400 78,800 |
Dividendper | share(NT$) |
|---|---|---|---|---|
| 2023 $11,367 (387) 39,400 |
2023 $0.50 |
2022 | ||
| $27,982 (24,770) 78,800 |
$1.00 |
Please refer to Note 6(14) for more details on employees’ compensation and remuneration to directors and supervisors.
- (11) Net sales
| Net sales | ||
|---|---|---|
| Revenue from contracts with customers Sale of goods |
For theyears ended 31 December | |
| 2023 | 2022 $4,058,588 |
|
| $3,015,023 |
237
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Analysis of revenue from contracts with customers during the three-month periods ended 31 March 2023 and 2022 are as follows:
- (a) Disaggregation of revenue
| Disaggregation of revenue | ||
|---|---|---|
| Sale of goods | 2023 | 2022 |
| $3,015,023 | $4,058,588 |
The Company recognizes revenue when transferring the goods to customers, so the contract performance obligation is satisfied at a point in time.
- (b) Contract balances
Contract liabilities - current
| Sale of goods | 2023.12.31 | 2022.12.31 | 2022.1.1 |
|---|---|---|---|
| $238 | $154 | $212 |
The significant changes in the Company’s balances of contract liabilities for the years ended 31 December 2023 and 2022 are as follows:
| The opening balance transferred to revenue Increase in receipts in advance during the period (excluding the amount incurred and transferred to revenue during the period) |
Forthe years ended 31 December | Forthe years ended 31 December |
|---|---|---|
| 2023 $(154) 238 |
2022 | |
| $(212) 154 |
-
(c) Transaction price allocated to unsatisfied performance obligations
:None. -
(d) Assets recognized from costs to fulfil a contract
:None. -
(12) Expected credit losses
No expected credit impairment losses of the Company as of the year ended 2023 and 2022.
Please refer to Note 12 for more details on credit risk.
238
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company measures the loss allowance of its accounts receivable (including notes receivable and accounts receivable) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as of 31 December 2023 and 2022 is as follows:
| 2023.12.31 Gross carrying amount Lifetime expected credit losses Carrying amount 2022.12.31 Gross carrying amount Lifetime expected credit losses Carrying amount |
Notyet due $1,302,000 - $1,302,000 Notyet due $1,112,894 - |
Overdue | 61-90days $- - $- 61-90days $- - $- |
Total | |
|---|---|---|---|---|---|
| <30days $64,144 (2,985) $61,159 |
31-60days $2,588 (2,588) $- Overdue |
||||
| $1,368,732 (5,573) |
|||||
| $1,363,159 | |||||
| Total | |||||
| <30days $5,573 (5,573) $- |
31-60days $- - $- |
||||
| $1,118,467 (5,573) |
|||||
| $1,112,894 | $1,112,894 |
The movement in the provision for impairment of notes receivable and accounts receivable during the years ended 31 December 2023 and 2022 is as follows:
| follows: | |
|---|---|
| Beginning balance at 01 January 2023 Addition for the current period Ending balance at 31 December 2023 Beginning balance at 01 January 2022 Addition for the current period Ending balance at 31 December 2022 |
Accounts receivable |
| $5,573 - |
|
| $5,573 | |
| $5,573 - |
|
| $5,573 |
-
(13) Leases
-
(a) Company as a lessee
The Company leases various properties, including real estate such as land and buildings, machinery and equipment, transportation equipment, office equipment and other equipment. The lease terms range from 2 to 20 years. Some of these contracts without obtaining the consent from the lessors.
239
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company’s leases effect on the financial position, financial performance and cash flows are as follow:
A. Amounts recognized in the balance sheet
- (a) Right-of-use asset
The carrying amount of right-of-use assets
| Land Transportation equipment Total |
2023.12.31 $499,822 979 $500,801 |
2022.12.31 $188,256 2,813 $191,069 |
|---|---|---|
During the years ended 31 December 2023 and 2022, the Company’s additions to right-of-use assets amounted to $324,999 and $16,477, respectively.
(b) Lease liabilities
| Lease liabilities Current Non-Current |
2023.12.31 $376,884 $11,714 $365,170 |
2022.12.31 |
|---|---|---|
| $185,860 | ||
| $9,275 | ||
| $176,585 |
Please refer to Note 6(15)(3) for the interest on lease liabilities recognized during the years ended 31 December 2023 and 2022. Refer to Note 12(5) liquidity risk management for the maturity analysis for lease liabilities as of 31 December 2023 and 2022.
- B. Amounts recognized in the statement of profit or loss Depreciation charge for right-of-use assets
| Land Transportation equipment Total |
2023 $13,433 1,834 $15,267 |
2022 |
|---|---|---|
| $11,459 1,590 |
||
| $13,049 |
240
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
C.Income and costs relating to leasing activities
| The expenses relating to short-term leases |
2023 $637 |
2022 |
|---|---|---|
| $841 |
- D. Cash outflows related to lessee and lease activity
During the years ended 31 December 2023 and 2022, the Company’s total cash outflows for leases amounted to $13,523 and $10,960, respectively.
- (14) Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended 31 December 2023 and 2022 are as follows:
| Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | Forthe years ended 31 December | |
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits expense | ||||||
| Salaries | $137,026 | $42,405 | $179,431 | $156,808 | $48,859 | $205,667 |
| Laborandhealth insurance | 14,661 | 4,392 | 19,053 | 16,193 | 5,065 | 21,258 |
| Pension | 4,322 | 1,663 | 5,985 | 4,796 | 1,622 | 6,418 |
| Renumerationofdirectors | - | 6,695 | 6,695 | - | 9,281 | 9,281 |
| Other employee benefits expense |
8,340 | 2,247 | 10,587 | 10,445 | 2,150 | 12,595 |
| Depreciation | 44,377 | 16,006 | 60,383 | 48,354 | 11,258 | 59,612 |
| Amortization | 1,005 | 12,623 | 13,628 | 1,923 | 12,039 | 13,962 |
- (a) The employees number of this year and last year are 382 and 441 people,
respectively; the number of directors who were not concurrent employees were 5 respectively.
- (b) The average employee benefit expense as of the years ended 2023 and 2022 of the Company are $570 thousand and $564 thousand, respectively.
241
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(c) The average employee salary expense as of the year ended 2023 and 2022 of the Company are $476 and $472, respectively, with an increase of 0.84% on average employee salary expense in 2023 as compared to the previous year.
-
(d) The compensation for the supervisors accounted for $180 from 1 January to 30 June,2022.
-
(e) The Company’s policy for compensation of directors, managers and employees is as follows:
For directors, according to the Articles of Incorporation – Article 30, if the company has made a profit in the year, no more than 5% of profit of the current year is distributable as directors’ compensation. The remuneration is paid according to the level in the same industry. The relevant matters regarding the reasonability of salaries are reported to the Remuneration Committee and the Board of Directors for approval. The remuneration system is reviewed at any time according to the actual operating conditions and relevant laws and regulations to seek a balance between the company's sustainable operation and risk control.
For managers and employees, according to the Articles of Incorporation - Rule 30, if the company has made a profit in the year, at least 1% of profit of the current year shall be distributed as employees’ compensation. In addition to consider the normal level of payment in the industry, personal performance and contribution, and the rationality of the company's performance, remuneration is also distributed based on the results of the annual performance evaluation.
According to the Articles of Incorporation, if the company has made a profit in the year, no more than 1% and no more than 5% shall be distributed as employees and directors’ remuneration.
242
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
However, if there are accumulated losses, the company shall reserve a certain amount in advance. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by twothirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; besides, thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on the profit of 31 December 2023 and 2022 the Company estimated the amounts of the employees’ compensation and remuneration to directors for the year ended of 31 December 2023 and 2022 to be 2.5% and 2% of profit, respectively, recognized as employee benefits expense.
For the years ended 31 December
| Employee compensation Director Remuneration |
2023 | 2022 |
|---|---|---|
| $4,125 3,300 |
$8,789 7,031 |
A resolution was passed at the board meeting held on 14 March 2024 to distribute $4,125 and $3,300 in cash as 2023 employees’ compensation and remuneration to directors, respectively. There was the same as the estimated amount recognized in the 2023 financial statements.
As of 13 March 2023, the actual distribution of the employee's compensation and remuneration of the directors and supervisors were $8,789 and $7,031, respectively. There was the same as the estimated amount recognized in the 2022 financial statements.
243
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(15) Non-operating income and expenses
-
(a) Other income
| Interest income Financial assets measured at amortized cost Rental income Others Total |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 $287 492 18,470 $19,249 |
2022 | |
| $502 456 23,680 |
||
| $24,638 |
(b) Other gains and losses
| Foreign exchange gains, net Gain on disposal of property, plant and equipment Gain (loss) on revision of rental Others Total |
For theyears ended 31 December | For theyears ended 31 December |
|---|---|---|
| 2023 $5,322 (1) - (144,801) $(139,480) |
2022 | |
| $245,029 135 120 (107,485) |
||
| $137,799 |
(c) Finance costs
| Interest on loans from bank Interest on leasing labilities Interest on derecognized liabilities Total |
For theyears ended 31 December 2023 2022 $9,723 $13,547 4,088 2,629 173 149 $13,984 $16,325 |
For theyears ended 31 December 2023 2022 $9,723 $13,547 4,088 2,629 173 149 $13,984 $16,325 |
|---|---|---|
| 2022 | ||
| $13,547 2,629 149 |
||
| $16,325 |
244
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(16) Components of other comprehensive income
For the year ended 31 December 2023:
| Arising during the period Reclassifica tion adjustments during the period Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans $- $- To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation 387 - Total $387 $- For the year ended 31 December 2022: Arising during the period Reclassifica tion adjustments during the period Not to be reclassified to profit or loss in subsequent periods: Remeasurements of defined benefit plans $- $- To be reclassified to profit or loss in subsequent periods: Exchange differences resulting from translating the financial statements of a foreign operation 24,770 - Total $24,770 $- |
Other comprehens ive income, before tax $(1,901) - $(1,901) Other comprehens ive income, before tax $9,710 - $9,710 |
Income tax relating to components of other comprehensi ve income $380 - $380 Income tax relating to components of other comprehensi ve income $(1,942) - $(1,942) |
Other comprehen sive income, net of tax |
|---|---|---|---|
| $(1,521) 387 |
|||
| $(1,134) | |||
| Other comprehen sive income, net of tax |
|||
| $7,768 24,770 |
|||
| $32,538 |
245
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (17) Income tax expense
The major components of income tax expense as of the year ended 2023 and 2022 are as follows:
A. Income tax expense recognized in profit or loss
| A. Income tax expense recognized in profit or | loss | loss |
|---|---|---|
| Current income tax expense: Current income tax charge Adjustments in respect of current income tax of prior periods Undistributed surplus for 5% Current income tax income: Deferred tax income relating to origination and reversal of temporary differences Total income tax expense |
For the years ended 31 December |
|
| 2023 $40,021 (760) 8,006 (4,896) $42,371 |
2022 | |
| $73,037 (374) 1,198 (10,189) |
||
| $63,672 |
B. Income tax relating to components of other comprehensive income
| B. Income tax relating to components of other | comprehensive income | comprehensive income |
|---|---|---|
| Deferred tax (income) expense: Remeasurements of defined benefit plans Exchange differences on translation of foreign operations Income tax relating to components of other comprehensive income |
For the years ended 31 December |
|
| 2023 $(380) - $(380) |
2022 | |
| $1,942 - |
||
| $1,942 |
C. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
profit multiplied by applicable tax rates is as |
follows: |
follows: |
|---|---|---|
| Accounting profit before tax from continuing operations Tax at the domestic tax rates applicable to country incomes Adjustments in respect of current income tax of prior periods Tax effect of expenses not deductible for tax purposes Tax effect of deferred tax assets/liabilities Tax effect of other adjustments according to the tax law Undistributed surplus for income tax Total income tax expense recognized in profit or loss |
For the years ended 31 December 2023 2022 $157,561 $335,731 $31,512 $67,146 (760) (374) - 164 3,613 (6,496) - 2,034 8,006 1,198 $42,371 $63,672 |
|
| 2022 $335,731 $67,146 (374) 164 (6,496) 2,034 1,198 $63,672 |
D. Deferred tax assets (liabilities) relate to the following:
246
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended 31 December 2023:
| Temporary differences Unrealized provision on after - sale services and warranties Unrealized foreign exchange gains or losses Allowance to reduce inventories to market value Allowance for Prepayments to suppliers Decommissioning costs Gains on investments accounted for using the equity method Compensation for unused leave Compensation loss Unrealized sales revenue Actuarial gains and losses of defined benefit plans Deferred tax expense/ (income) Net deferred tax assets/ (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January $6,566 (1,024) 6,420 464 1,387 (74,981) - 23,458 2,874 (1,994) $(36,830) $41,169 $(77,999) |
Deferred tax income (expense) recognized in profit or loss $(1,315) 10,495 1,500 - 98 3,636 702 (9,937) (244) (39) $4,896 |
Deferred tax income (expense) recognized in other comprehensi ve income $- - - - - - - - - 380 $380 |
Balance as of 31 December |
|---|---|---|---|---|
| $5,251 9,471 7,920 464 1,485 (71,345) 702 13,521 2,630 (1,653) |
||||
| $(31,554) | ||||
| $41,444 | ||||
| $(72,998) |
For the year ended 31 December 2022
| Temporary differences Unrealized provision on after - sale services and warranties Unrealized foreign exchange gains or losses Allowance to reduce inventories to market value Allowance for Prepayments to suppliers Decommissioning costs Gains on investments accounted for using the equity method Compensation for unused leave Compensation loss Unrealized sales revenue Actuarial gains and losses of defined benefit plans Deferred tax expense/ (income) Net deferred tax assets/ (liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Balance as of 1 January $7,016 1,147 4,460 464 1,294 (68,743) 986 2,563 5,778 (42) $(45,077) $23,708 $(68,785) |
Deferred tax income (expense) recognized in profit or loss $(450) (2,171) 1,960 - 93 (6,238) (986) 20,895 (2,904) (10) $10,189 |
Deferred tax income (expense) recognized in other comprehensi ve income $- - - - - - - - - (1,942) $(1,942) |
Balance as of 31 December $6,566 (1,024) 6,420 464 1,387 (74,981) - 23,458 2,874 (1,994) |
|---|---|---|---|---|
| $(36,830) | ||||
| $41,169 | ||||
| $(77,999) |
247
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
E. Unrecognized deferred tax assets
None.
F. The assessment of income tax returns
As of 31 December 2023, the Company’s income tax returns through 2021 have been assessed and approved by the tax authority.
(18) Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| (a) Basic earnings per share Profit attributable to ordinary equity holders of the Company (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) (b) Diluted earnings per share Profit attributable to ordinary equity holders of the Company (in thousands of NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employee stock options (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 | 2022 | |
| $115,190 | $272,059 | |
| 78,800 | 78,800 | |
| $1.46 | $3.45 | |
| $115,190 | $272,059 | |
| $115,190 | $272,059 | |
| 78,800 | 78,800 | |
| 78,800 | 78,800 | |
| $1.46 | $3.45 |
248
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The Company’s diluted earnings per share is as same as basic earnings per share.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date the financial statements were authorized for issue.
7. RELATED PARTY TRANSACTIONS
Information of the related parties that had transactions with the Company during the financial reporting period is as follows:
Name and nature of relationship of the related parties
| Name oftherelated parties | Nature of relationship of therelated parties |
|---|---|
| DELTA POWER EQUIPMENT CORPORATION (“Delta”) |
Direct holding subsidiary |
Significant transactions with related parties
(1) Sales
| Parties Delta |
Types Sale of goods |
2023 | 2022 |
|---|---|---|---|
| $176,966 | $668,785 |
The sales price of the Company sold to related parties varies depending on product differences and market acceptance.
- (2) Accounts receivable, net – related parties
| Delta | 2023.12.31 $137,014 |
2022.12.31 |
|---|---|---|
| $447,821 |
The Company's sales to subsidiaries are subject to a 120 day monthly liquidation, similar to the regular payment terms of customers.
249
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(3) Other receivables – related parties
| Other receivables – related parties | ||
|---|---|---|
| Delta | 2023.12.31 $258,218 |
2022.12.31 |
| $258,218 |
The funds of the Company are lent to related parties. Please refer to Note 13 for details.
(4) Key management personnel compensation
| Short-term employee benefits | For the years ended 31 December |
For the years ended 31 December |
|---|---|---|
| 2023 $12,479 |
2022 | |
| $13,762 |
8. ASSETS PLEDGED AS SECURITY
The following assets of the Company have been provided to banks as collateral for borrowing or financing line application, and the leased land in Taiwan Sugar Land has been set up as security deposit: :
| Land Buildings Other non-current assets - term deposits Total |
Carrying amount as of 31 December 2023 2022 $131,694 $131,694 61,707 63,764 8,342 8,342 $201,743 $203,800 |
Secured liabilities |
|---|---|---|
| 2023 $131,694 61,707 8,342 $201,743 |
||
| Short-term borrowings Short-term borrowings Lease land deposit |
9. Significant contingencies and unrecognized contractual commitments
(1)As of 2023 and 2022, the Company has issued an unused letter of credit by US$ 0 and US$ 609, respectively.
250
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (2)The major lease contracts that the Company has signed are as follows:
| Contract Taiwan Sugar Co. Taiwan Sugar Co. Taiwan Sugar Co. |
Items Land Land Land |
Term October 2004 ~ October 2024 January 2006 ~ October 2024 October 2023~ October 2043 |
annual rent payment/ Amortization fee $2,032 632 2,146 |
Margin |
|---|---|---|---|---|
| $8,342 - 12,500 |
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT SUBSEQUENT EVENTS
None.
12. OTHERS
- (1) Categories of financial instruments
Financial assets
| Financial assets measured at amortized cost Cash and cash equivalents (exclude cash on hand) Trade and accounts receivables Other receivables |
As of 31 December | As of 31 December |
|---|---|---|
| 2023 | 2022 | |
| $16,222 1,363,159 276,420 |
$8,622 1,112,894 284,488 |
251
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
| Financial liabilities Financial liabilities at amortized cost: Short-term loans Short-term notes and bills payable Notes payable Accounts payable Lease liability Other payables |
As of 31 December | As of 31 December |
|---|---|---|
| 2023 | 2022 | |
| $569,700 - 278,012 333,507 376,884 145,396 |
$544,000 - 220,399 168,669 185,860 199,226 |
(2) Financial risk management objectives and policies
The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies measures and manages the aforementioned risks based on the Company’s policy and risk appetite.
The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk and interest rate risk, and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
252
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Foreign currency risk
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries.
The Company has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Company also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Company.
The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period.
When NTD strengthens/weaken against USD by 1%:
| Foreign currencyitem USD |
Appreciate/ depreciate percentage 1% |
2023 Profit and loss Equity effect $13,082 $- |
2022 | 2022 |
|---|---|---|---|---|
| Profit and loss $13,082 |
Profit and loss $9,295 |
Equity effect |
||
| $- |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s bank borrowings with fixed interest rates and variable interest rates.
253
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended 31 December 2023 and 2022 to decrease/increase by $570 and $544, respectively.
(4) Credit risk management
Credit risk is the risk that counterparty will not meet its obligations under a contract, leading to a financial loss. The Company is exposed to credit risk from operating activities (primarily for accounts receivables) and from its financing activities, including bank deposits and other financial instruments.
Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, ratings from credit rating agencies, historical experiences, prevailing economic condition and the Company’s internal rating criteria, etc. Certain customer’s credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment.
As of 31 December 2023 and 2022, accounts receivable from top ten customers represented 100% and 99% of the total accounts receivable of the Company, respectively.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Company’s treasury in accordance with the Company’s policy. The Company only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
254
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(5) Liquidity risk management
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments and bank loans. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as at the end of the reporting period.
Non-derivative financial liabilities
| As of 31 December 2023 Short-term borrowings Notes payable Accounts payable Lease liability(Note) As of 31 December 2022 Short-term borrowings Notes payable Accounts payable Lease liability (Note) |
Less than 1year $570,030 278,012 333,507 11,714 $544,369 220,399 168,669 9,289 |
2 to 3 years $- - - 80,067 $- - - 69,225 |
4 to 5years $- - - 8,625 $- - - 13,649 |
> 5years $- - - 474,983 $- - - 126,350 |
Total |
|---|---|---|---|---|---|
| $570,030 278,012 333,507 575,389 $544,369 220,399 168,669 218,513 |
Note: The table below provides further information on the lease liability maturity analysis:
| Lease liability | Over Due | Over Due | ||||
|---|---|---|---|---|---|---|
| Less than 1year |
1 to 5 years | 6 to 10 years | 10 to 15 years | >15 years | Total | |
| $11,714 | $88,692 | $21,562 | $21,562 | $431,859 | $575,389 |
255
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (6) Reconciliation of liabilities arising from financing activities:
Reconciliation of liabilities for the year ended 31 December 2023
| As of 1 January 2023 Cash flows As of 31 December 2023 |
Short-term borrowings |
Short-term notes and billspayable |
Other non-current liabilities |
|---|---|---|---|
| $544,000 25,700 |
$- - |
$- - $- |
|
| $569,700 | $- |
Reconciliation of liabilities for the year ended 31 December 2022:
| As of 1 January 2022 Cash flows As of 31 December 2022 |
Short-term borrowings |
Short-term notes and billspayable |
Other non-current liabilities |
|---|---|---|---|
| $1,146,800 (602,800) |
$190,000 (190,000) |
$82 (82) $- |
|
| $544,000 | $- |
-
(7) Fair values of financial instruments
-
(a) The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Company to measure or disclose the fair values of financial assets and financial liabilities:
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair value due to their short maturities.
256
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
- (b) Fair value of financial instruments measured at amortized cost
The carrying amounts of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value.
-
(c) The Company does not hold the financial instruments measured at fair value after initial recognition, so the balance sheets of the Republic of China as of 31 December 2023 and 2022 did not have transactions measured at fair value.
-
(8) The Company does not hold any derivative financial instruments as of the year ended 2023 and 2022.
-
(9) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| Financial assets Monetary items: USD Financial liabilities Monetary items: USD |
As of 31 December 2023 Foreign currencies Foreign exchange rate NTD $45,831 30.72 $1,407,928 $3,246 30.72 $99,717 |
As of 31 December 2023 Foreign currencies Foreign exchange rate NTD $45,831 30.72 $1,407,928 $3,246 30.72 $99,717 |
As of 31 December 2022 | As of 31 December 2022 | As of 31 December 2022 |
|---|---|---|---|---|---|
| Foreign currencies $45,831 $3,246 |
Foreign exchange rate 30.72 30.72 |
Foreign currencies $37,815 $7,547 |
Foreign exchange rate 30.71 30.71 |
NTD | |
| $1,161,299 $231,768 |
-
(a) Since the major functional currency of the Company is the US dollar, the information on the exchange profits and losses of monetary financial assets and financial liabilities has been disclosed according to the foreign currency of each significant influence. The foreign currency exchange gains of the Company in 2023 and 2022 were $5,322 and $245,029, respectively.
-
(b) The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
257
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
(10) Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.
13. Other disclosure
Related information of significant transaction item, re-invest business and investment on China as of the year ended 2023 and 2022 of the Company and subsidiaries are as follows:
-
(1) Information at significant transactions
-
(a) Financing provided to others for the year ended 31 December 2023: All transactions below were between parent company only entities and have been eliminated in consolidation.
:
| No | Lender | Counterparty | Transaction item |
Related Party |
Maximum balance for the period |
Ending balance |
Amount drawn |
Interest rate |
Nature of financing (Note 3) |
Number of sales to (purchases from) counterpar ty |
Reason for financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit of financing amount for individual counterparty (note 1) |
Limit of total financing amount (note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
0 |
CHANG TYPE INDUSTRI AL CO., LTD. |
Delta Power Equipment Corporation |
Other receivables- related parties |
Yes | $258,218 | $258,218 | $258,218 | - | 1 | $668,785 | - | $- | - | $- | $668,785 | $668,785 |
0 |
CHANG TYPE INDUSTRI AL CO., LTD. |
Delta Power Equipment Corporation |
Other receivables- related parties |
Yes | $200,000 | $- | $- | - | 2 | $- | For operating |
$- | - | $- | $764,473 | $764,473 |
258
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
Note1 : The limit amount of financing to individual counterparty:
-
(1) The amount of funds loaned to the company or bank with which the Company has business dealings shall not exceed the business transaction amount between the two parties, and shall not exceed 100% of net equity of the Company.
-
(2) The financing amount to the individual counterparty due to necessary short-term financing shall not exceed 40% of net equity of the Company.
-
Note2
:The total amount of funds loaned by the Company to others shall not exceed 100% of net equity of the Company. -
(1) The total amount of funds loaned to the company or bank with which the Company has business dealings shall not exceed 100% of net equity of the Company.
-
(2) The total financing amount to the individual counterparty due to necessary short-term financing shall not exceed 40% of net equity of the Company.
-
Note3
:The method of filling in the loan and nature of funds is as follows: -
(1) code 1 represents an intercompany transaction call for a loan arrangement.
-
(2) code 2 represents short-term financing.
(b) Endorsement to others:
| No | Endorser/ Guarantor |
Counterparty | Counterparty | Guarantee Limited Amount for each Counterparty (Note1) |
Maximum balance for the period |
Guarantee Amount for the year ended 31 December 2022 |
Amount drawn |
Value of Collateral Properties secured by the endorsement |
Ratio of Accumulated Amount of Guarantee Provided to Net Equity of the Latest Financial Statements |
Guarantee Limited Amount (Note2) |
Guarantee from the parent to subsidiary |
Guarantee from the subsidiary to parent |
Guarantee from the Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Relationship | ||||||||||||
| 0 | CHANG TYPE INDUSTRIA L CO.,LTD. |
Delta Power Equipment Corporation |
Subsidiaries | $1,911,182 | $919,480 | $589,120 | $- | N | 30.80% | $3,822,364 | Y | N | N |
Note 1: 100% of the financial statement net amount of guarantees/endorsements.
-
Note 2: 200% of the net amount of financial statement of guarantees/endorsements.
-
Note 3: Should list the amount that approved by the board of directors. However, the board of directors shall, in
-
accordance with Article 12 - Paragraph 8 of the “Public Issuance Company's Fund Loan and
-
Endorsement Guarantee Handling Guidelines”, to authorize the chairman to make decisions, this refers to the amount finalized by the board of director.
259
Chang Type Industrial Co., Ltd.
Notes to Parent Company Only Financial Statements
For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(c) Securities held as of 31 December 2023 (excluding subsidiaries, associates, and joint venture): None.
-
(d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2023: None.
-
(e) Acquisition of individual real estate with amount exceeding NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2023: None.
-
(f) Disposal of individual real estate with amount exceeding NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2023: None.
-
(g) Related party transactions for purchases and sales exceeding NT$100 million or 20 percent of the paid-in capital for the year ended 31 December 2023:
| Company Name | Counterparty | Relations hip Relations hip |
Transactions | Transactions | Transactions | Details of non-arm's length transaction |
Details of non-arm's length transaction |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transactions | Details of non- arm's length transaction |
Notes and accounts receivable (payable) |
Note | Unit price | Credit period |
Balance | Percentage of total accounts receivable item |
||||
| CHANG TYPE INDUSTRIAL CO., LTD. |
Delta Power Equipment Corporation |
subsidi ary |
Sales | $(176,966) | 5.87% | 120 days |
same as general transact ion |
same as general transact ion |
$137,014 | 10.05% | - |
| Delta Power Equipment Corporation |
CHANG TYPE INDUSTRIAL CO., LTD. |
parent compa ny |
Purchase | $176,966 | 57.69% | 120 days |
same as general transact ion |
same as general transact ion |
$(137,014) | 22.41% | - |
(h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of 31 December 2023:
| Company name | Counterparty | Relationship | Receivable – related parties | Turnover rate |
Overdue receivables - related parties |
Overdue receivables - related parties |
Amount received in subsequentperiod |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Account balance | Amount | Collection status | ||||||
| Change Type Industrial Co., Ltd. |
Delta Power Equipment Corporation |
Parent and subsidiaries |
Accounts receivable $137,014 |
0.61 times | $77,604 | Note | $14,090 | $- |
Note: The accounts overdue for more than 90 days amounted to $77,604 thousand, which the Company deemed to be of non-financing nature through the resolution of the board meeting held on 22 January 2024.
(i) Financial instruments and derivative transactions: None.
260
Chang Type Industrial Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended 31 December 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)
-
(2) Information on investees:
-
(a) Names, locations, main businesses and products, original investment amount, investment as of 31 December 2023, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2023:
| Investor Company |
Investee Company |
Address | Main operating item | Initial Investment Amount | Initial Investment Amount | Investment a | s of 31 December 2022 | s of 31 December 2022 | Net income (loss) of investee company |
Current investment loss recognized |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| The ending of this period |
The end of last year | Number of shares |
Ratio | Note | |||||||
| CHANG TYPE INDUSTRI AL CO., LTD |
Delta Power Equipment Corporation |
America | Manufacturing and trading of hand tools, electrical machinery...etc. |
$314,095 (USD 10,010,000) |
$314,095 (USD 10,010,000) |
10,010 | 100% | $584,499 | $15,116 USD 485,451 |
$10,622 | Note |
Note : Current investment income from investees recognized by the Company included investment
gain/loss recognized by these investees from upstream/downstream transactions.
-
(3) Information on investments in the Mainland China: None.
-
(4) Information on major shareholders:
31 December 2023
| Shares Name |
Shareholding | Shareholding ratio |
|---|---|---|
| CHANG, CHIN-CHIN | 18,080,201 | 22.94% |
| LIU,XIU-YUE | 11,549,766 | 14.65% |
| CHANG,HSIANG-I | 7,090,569 | 8.99% |
| CHANG, QUN-YU | 6,937,444 | 8.80% |
| Special investment account of E. Sun Bank Safe Deposit Box Quinton International Ltd. |
4,752,351 | 6.03% |
| HUNG GRAND INTERNATIONAL INVESTMENTCORP. |
4,281,400 | 5.43% |
261
Chang Type Industrial Co., Ltd
Details of significant accounting items
At the year ended 31 December 2023
| Details of Items | Number/ note |
|---|---|
| Statement of cash and cash equivalents | 1 |
| Statement of accounts receivable | 2 |
| Statement of other receivables | 3 |
| Statement of inventories | 4 |
| Statement of changes in investment accounted for using equity method |
5 |
| Statement of changes in property, plant, and equipment | Note(6)、5 |
| Statement of changes in accumulated depreciation of property, plant and equipment |
Note (6)、5 |
| Statement of changes in right-of-use assets | 6 |
| Statement of changes in accumulated depreciation of right-of-use assets |
7 |
| Statement of short-term loans | 8 |
| Statement of notes payable | 9 |
| Statement of accounts payable | 10 |
| Statement of lease liabilities | 11 |
| Statement of net operating income | 12 |
| Statement of operating costs | 13 |
| Statement of manufacturing overheads | 14 |
| Statement of operating expenses | 15 |
| Statement of non-operatingincome and expenses | Note 6、15 |
| Summary statement of employee benefits, depreciation and amortization expenses byfunction |
Note 6、14 |
262
Chang Type Industrial Co., Ltd
1 、 Statement of Cash and cash equivalents (NTD)
As of the year ended 31 December 2023
| Unit: NT$ thousands | Unit: NT$ thousands | ||
|---|---|---|---|
| Item | Abstract | Amount | Note |
| Cash on hand Bank savings Demand deposits -New Taiwan dollarsDemand deposits -foreign currencyTotal |
Main foreign currency: USD 459 |
$90 2,125 14,097 $16,312 |
Chang Type Industrial Co., Ltd
2 、 Statement of accounts receivable (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Clientname | Abstract | Amount | Note |
|---|---|---|---|
| Company A Others (Note) Subtotal Less: loss to allowance Accounts receivable - net |
1,227,977 3,741 |
||
| $1,231,718 (5,573) |
|||
| $1,226,145 | |||
Note: Customer balance below 5% of the subject is listed as a consolidation.
263
Chang Type Industrial Co., Ltd
3 、 Statement of other receivables (NTD)
As of the year ended 31 December 2023
| Unit: NT$ thousands | Unit: NT$ thousands | ||
|---|---|---|---|
| Item | Abstract | Amount | Note |
| Other receivables - related party Other (Note) Total |
$258,218 18,202 $276,420 |
Note: Amount below 5% of subject amount is listed as consolidation.
Chang Type Industrial Co., Ltd
4 、 Statement of inventories (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Unit: NT$ thousands | |||||
|---|---|---|---|---|---|
| Item | Costs | Marketprice | Note | ||
| Raw materials Work in Process Manufacturing goods Finished goods Commodity inventories Total Less: loss of allowance Net amount |
$273,674 37,391 77,366 79,033 6 467,470 (39,603) $427,867 |
$242,936 33,440 73,834 |
Please refer to Note 4(9) for more information on market price. |
||
| 78,892 | |||||
| 6 $429,108 |
264
Chang Type Industrial Co., Ltd
5 、 Statement of changes in investment accounted for
using equity method (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Name of invested company and target |
Balance of the beginning period |
Balance of the beginning period |
Current period | Current period | Decreases in the currentperiod |
Decreases in the currentperiod |
Investment losses recognized in the current period |
Cumulative translation adjustment |
Realized gross profit between affiliates |
Balance of the ending period | Balance of the ending period | Balance of the ending period | Share rights (net) |
Founda tion of evaluat ion |
Guaran teed or pledge conditi ons |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Proporti on of share holdings |
Amount | |||||||
| Delta Power Equipment Corporation |
10,010 | $616,135 | - | $- | - | $- | $(10,622) | $387 | $(21,401) | 10,010 | 100% | $584,499 | $584,499 | Equity method |
None |
Chang Type Industrial Co., Ltd
6 、 Statement of changes on right-of-use assets (NTD)
As of the year ended 31 December 2023
| Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|
| Item | Beginning balance |
Increase in the current period |
Decrease in the current period |
Ending balance |
Note |
| Land Transportation equipment Total |
$220,220 8,323 $228,543 |
$324,999 - $324,999 |
$- - |
$545,219 8,323 |
None None |
| $- | $553,542 | ||||
265
Chang Type Industrial Co., Ltd
7 、 Statement of changes in accumulated depreciation of right-of-use assets (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Item | Beginning balance |
Increase in the current period |
Decrease in the current period |
Ending balance | Note |
|---|---|---|---|---|---|
| Land Transportation equipment Total |
$31,964 5,510 |
$13,433 1,834 $15,267 |
$- | $45,397 7,344 $52,741 |
None None |
| $37,474 | $- | ||||
Chang Type Industrial Co., Ltd
8 、 Statement of short-term loans (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Unit: NT$thousands | |||||
|---|---|---|---|---|---|
| Rights holder | Borrowing types |
Interest rate |
Amount | Borrowing limit |
Pledge |
| Mega International commercial bank China CITIC bank International Yuanta Commercial bank Shanghai Commercial bank Citibank Taiwan Limited First Commercial bank Mega International commercial bank Fuban Commercial bank Co., Ltd. Cathay United Bank Bank SinoPac Co., Ltd E.Sun Commercial bank, Ltd. DBS Bank Limited Far eastern Commercial bank Taishin Commercial bank Total |
Pledge Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan Credit loan |
Note | $119,000 100,000 80,000 - - - 270,700 - - - - - - - $569,700 |
$250,000 200,000 150,000 150,000 107,000 200,000 350,000 220,000 200,000 200,000 200,000 200,000 150,000 100,000 $2,677,000 |
Land and construction from Houli None None None None None None None None None None None None None |
Note: Interest rate of short-term borrowings ranges from 1.66% to 2.21%.
266
Chang Type Industrial Co., Ltd
9 、 Statement of notes payable (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Client name | Abstract | Amount | Note |
|---|---|---|---|
| Company A Company B Company C Company D Company E Company F Others (Note) Total |
$17,664 16,314 15,727 14,735 14,669 14,552 184,351 $278,012 |
Note: Supplier balance below 5% of the subject amount is listed as a consolidation.
Chang Type Industrial Co., Ltd.
10 、 Statement of accounts payable (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Client name | Abstract | Amount | Note |
|---|---|---|---|
| Company A Company B Company C Others (Note) Total |
$31,017 22,280 18,103 262,107 |
||
| $333,507 | |||
Note: Balance of suppliers below 5% of the subject amount is listed as a consolidation.
267
Chang Type Industrial Co., Ltd.
11 、 Statement of lease liabilities (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Item | Abstract | Leasing period | Discoun trate |
Ending balance |
Note |
|---|---|---|---|---|---|
| Land Land Land Land Transportation equipment Total |
Houli factory No.2 Fengyuan factory No.1 Houli parking lot No.1 Taiwan Sugar Corporation BMW |
06/10/2004~ 06/10/2053 01/01/2022~ 31/12/2024 01/05/2023~ 17/10/2043 18/10/2023~ 17/10/2043 01/05/2022~ 01/04/2024 |
1.40% 0.12% 0.40% 2.65% 0.12% |
$176,270 4,769 5,125 189,729 991 |
|
| $376,884 | |||||
Chang Type Industrial Co., Ltd.
12 、 Statement of net operating income (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Item | Numbers | Amount | Note |
|---|---|---|---|
| Electronic machine tools Others Total |
487,398 machines | $2,935,016 80,007 |
Rotor set, motor, and components |
| $3,015,023 | |||
268
Chang Type Industrial Co., Ltd.
13 、 Statement of operating costs (NTD)
As of the year ended 31 December 2023
| Unit: NT$thousands | |
|---|---|
| Item | Amount |
| A. Cost of goods sold - homemade Direct materials :Beginning Inventory Add :Material purchase (current period)Returns of WIP Inventory gain(loss) Materials borrowed Less :Ending inventoryMaterial sold Transition expense Loss on material restore Reclassifed as miscellaneous expenses Current materials consumption Work in Process (WIP) :WIP in the beginning Add :Material purchase (current period)Returns of WIP Less: Ending inventory WIP sold Inventory gain(loss) Transition expense Loss on material restore Current Work in Process consumption Direct labor Manufacturing expense (Details 14) Production cost Manufacturing goods :Beginning Manufacturing goods Less :Ending manufacturing goodsCurrent production cost Materials transition Transition of manufacturing goods Costs of finished goods Finished goods :Add :Beginning finished goodsLess :Ending finished goodsTransition expense Cost ofgoods sold - homemade |
$354,523 1,608,165 1,062,410 (2,473) 502 (273,674) (10,732) (13,183) (1,352) (669) 2,723,517 42,658 45,422 2,171,269 (37,391) (13,320) 14 (2,258) 19 2,206,413 112,037 641,049 5,683,016 60,437 (77,366) 5,666,087 (1,062,410) (2,171,269) 2,432,408 90,209 (79,033) (924) 2,442,660 |
269
Chang Type Industrial Co., Ltd.
13 、 Statement of operating costs (continued)
As of the year ended 31 December 2023
| Unit: NT$ thousands | |
|---|---|
| Item | Amount |
| B. Cost of goods sold – purchased goods Beginning goods Add :Current inventoryLess: Ending inventory Transition expense Cost of goods sold Sales of parts available-for-sale Sales of Work-in-Process available-for-sale Costs of selling materials, Work in Process, Cost of goods sold available-for-sale C. Other operating costs Loss on inventory price drop Revenue from sales of scraps Inventory gain(loss) Others Subtotal Operating costs |
1 61,160 (6) (14) 61,141 10,732 13,320 85,193 7,500 (6,664) 2,459 11,990 15,285 $2,543,138 |
270
Chang Type Industrial Co., Ltd.
14 、 Statement of manufacturing overheads (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Unit: NT$thousands | ||
|---|---|---|
| Item | Amount | Note |
| Manufacturing cost Indirect labor Expendable cost Other expenses (Note) Total |
$434,395 54,471 44,377 107,806 |
(Including pensions) |
| $641,049 | ||
Note: Amount below 5% of subject amount is listed as consolidation.
Chang Type Industrial Co., Ltd.
15 、 Statement of operating expenses (NTD)
As of the year ended 31 December 2023
Unit: NT$ thousands
| Item | Marketing expense |
Management and administration expenses |
Research and development expense |
Total | Note |
|---|---|---|---|---|---|
| Wage expense Import/ export expense Depreciation expense Amortizations Labor expense Insurance Sample fee Other expense (Note) |
$8,700 29,670 205 8,724 1,578 4,599 - 1,815 |
$30,761 - 14,917 3,707 12,170 2,823 - 10,909 |
$10,815 - 884 192 898 903 2,320 1,496 |
$50,276 29,670 16,006 12,623 14,646 8,325 2,320 14,220 |
Including pensions |
| Total | $55,291 | $75,287 | $17,508 | $148,086 |
Note: Amount below 5% of subject amount is listed as consolidation.
271
CHANG TYPE INDUSTRIAL CO., LTD.
Chairman: CHANG, CHIN-CHIN
272