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CHUN YU — Annual Report 2023
Jun 14, 2024
51943_rns_2024-06-14_d505fdda-e59a-410a-9fde-bf4b3e1641b2.pdf
Annual Report
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Stock Code: 2012 Annual Report (Mops): http://mops.twse.com.tw Company Annual Report Website: http://www.chunyu.com.tw
2023 Annual Report
Published on May 09, 2024
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I. Spokesperson and deputy spokesperson
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Spokesperson : General manager CHANG, HSING-YA
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Deputy Spokesperson: Vice President YAN, JIA-DE Tel : (07)621-4121
Email : [email protected]
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II. Headquarters, branches and plant
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Headquarters, branches and plant : NO.100, TAPAO ST., KANGSHAN DIST., KAOHSIUNG CITY 820, TAIWAN Tel : (07)621-4121
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III. Stock Transfer Agency
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Name : The Share Transfer Agency of Yuanta Securities Co., Ltd. Address : B1, No. 210, Section 3, Chengde Road, Datong District, Taipei
Website : www.yuanta.com.tw/eYuanta/
Tel : (02)2586-5859
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IV. CPAs certifying the latest financial statements
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Name of CPA : Tien, Chung-Yu 、 Hsu, Huei-Yu
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Name of CPA Firm : PricewaterhouseCoopers
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Address : 12F,395 Linsen Rd.,Sec.1 Tainan, Taiwan
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Website : www.pwc.tw Tel : (06)234-3111
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V. Name of exchanges in foreign countries where the Company is listed for securities trade and the means of access to information on overseas securities : None
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VI. Company website : http: //www.chunyu.com.tw
Table of Contents
| Table of Contents | |
|---|---|
| Page | |
| Chapter I:Letter to Shareholders------------------------------------------------------- | 1 |
| Chapter II:Company Profile------------------------------------------------------------- | 6 |
| I. Date of Incorporation ----------------------------------------------------------------------- | 6 |
| II. A brief history of the company ----------------------------------------------------------- | 6 |
| Chapter III:Corporate Governance---------------------------------------------------- | 10 |
| I. Organization --------------------------------------------------------------------------------- | 10 |
| II. Profiles of the directors, president, vice presidents, assistant vice presidents, | |
| departments, branches and subsidiaries heads ----------------------------------------- | 13 |
| III. Compensations of Directors, President and Vice Presidents ------------------------ | 33 |
| IV. Implementation of Corporate Governance -------------------------------------------- | 41 |
| V. Information on CPA Fees ----------------------------------------------------------------- | 107 |
| VI. Replacement of Certified Public Accountant ----------------------------------------- | 108 |
| VII. Information on the Company's Chairman, President or Managements Having | |
| Served in a CPA's Accounting Firm or Its Affiliated Companies in the Most | |
| Recent Year ------------------------------------------------------------------------------- | 109 |
| VIII. Changes in Shareholding Transfer or Shareholding Pledge by Directors, or | |
| Managers, and Major Shareholders Who Holds 10% of the Company Shares | |
| or More during the Most Recent Fiscal Year up to the Date of Publication of | |
| the Annual Report ---------------------------------------------------------------------- | 109 |
| IX. Information on the Relationship of the 10 Largest Shareholders Any One Is a | |
| Related Party ------------------------------------------------------------------------------ | 111 |
| X. The Total Number of Shares and Total Equity Stake Held in Any Single | |
| Enterprise by the Company, its Directors, Managers, and Any Companies | |
| Controlled Either Directly or Indirectly by the Company ---------------------------- | 112 |
| Chapter IV:Capital Overview----------------------------------------------------------- | 113 |
| I. Capital and Shares -------------------------------------------------------------------------- | 120 |
| II. Issuance of Corporate Bonds ------------------------------------------------------------- | 122 |
| III. Issuance of Preferred Stock -------------------------------------------------------------- | 122 |
| IV. Issuance of Global Depositary Receipts ----------------------------------------------- | 123 |
| V. Issuance of Employee Stock Options --------------------------------------------------- | 123 |
| VI. The section on new restricted employee shares --------------------------------------- | 123 |
| VII. Issuance of New Shares in Connection with Mergers or Acquisitions or | |
| with Acquisitions of Shares of Other Companies ----------------------------------- | 123 |
| VIII. The Implementation of the Company’s Capital Allocation Plans ---------------- | 123 |
| Chapter V:Operational Highlights------------------------------------------------------ | 124 |
| I. Business Activities -------------------------------------------------------------------------- | 124 |
| II. Market and Sales Overview -------------------------------------------------------------- | 131 |
| III. The number of employees employed for the 2 most recent fiscal years, and | |
| during the current fiscal year up to the date of publication of the annual report, | |
| their average years of service, average age, and education levels ------------------ | 138 |
| IV. Environmental Expenditure Information ---------------------------------------------- | 139 |
| V. Labor Relations ---------------------------------------------------------------------------- | 144 |
| VI. Information Security Management ----------------------------------------------------- | 146 |
| VII. Important Contracts --------------------------------------------------------------------- | 147 |
Table of Contents
| Table of Contents | |
|---|---|
| Page | |
| Chapter VI:Financial Information----------------------------------------------------- | 148 |
| I. Consolidated Balance Sheet and Income Statement for the Last Five Fiscal Years | |
| Statement ------------------------------------------------------------------------------------- | 148 |
| II. Financial Analysis for the Last Five Fiscal Years -------------------------------------- | 153 |
| III. Audit Committee’s Review Report for the Most Recent Year’s Financial | |
| Statement ----------------------------------------------------------------------------------- | 156 |
| IV. Consolidated Financial Statements for the Most Recent Year ---------------------- | 157 |
| V. The parent company only financial statement for the most recent fiscal year, | |
| certified by a CPA -------------------------------------------------------------------------- | 157 |
| VI. The company or its affiliates have experienced financial difficulties in the most | |
| recent fiscal year or during the current fiscal year up to the date of publication | |
| of the annual report ----------------------------------------------------------------------- | 157 |
| Chapter VII:Review of Financial Conditions, Financial Performance, and | |
| Risk Management--------------------------------------------------------- | 158 |
| I. Financial position --------------------------------------------------------------------------- | 159 |
| II. Financial performance --------------------------------------------------------------------- | 159 |
| III. Cash flow analysis ---------------------------------------------------------------------- | 160 |
| IV. Major capital expenditures during the most recent fiscal year ---------------------- | 160 |
| V. The company's reinvestment policy for the most recent fiscal year, the main | |
| reasons for the profits/losses generated thereby, the plan for improving | |
| re-investment profitability, and investment plans for the coming year ------------- | 160 |
| VI.Risk analysis and other important matters----------------------------------------- | 161 |
| VII. Other important matters ----------------------------------------------------------------- | 163 |
| Chapter VIII:Other Special Notes------------------------------------------------------ | 164 |
| I. Information related to the company's affiliates ----------------------------------------- | 164 |
| II. Transaction about the company’s private placement of securities during the most | |
| recent fiscal year or during the current fiscal year up to the date of publication | |
| of the annual report ---------------------------------------------------------------------- | 171 |
| III. Holding or disposal of shares in the company by the company's subsidiaries | |
| during the most recent fiscal year or during the current fiscal year up to the | |
| date of publication of the annual repor ----------------------------------------------- | 171 |
| IV. Other required supplementary notes --------------------------------------------------- | 172 |
| V. If any of the situations listed in Article 36, Paragraph 3, Item 2 of the | |
| Securities and Exchange Act, which might materially affect shareholders' | |
| equity or the price of the company's securities, has occurred during the most | |
| recent fiscal year or during the current fiscal year up to the date of publication | |
| of the annual report, such situations shall be listed one by one ------------------- | 172 |
| Appendix I:Consolidated Financial Statements of Chun Yu Works & Co., Ltd. And | |
| Subsidiaries 2023 and Auditor’s Report. ----------------------------------- | 173 |
| Appendix II:Separate Financial Statements of Chun Yu Works & Co., Ltd. 2023 | |
| and Auditor’s Report -------------------------------------------------------- | 255 |
CHUN YU WORKS & CO., LTD.
Chapter I : Letter to Shareholders
- I. Report on the Operations of 2023 :
2023 was the year of high inflation and high interest rate worldwide, to the extent that demand dropped and inventory level stayed high. Customers tended to be conservative in placing their purchase orders, which resulted in undesirable performance for Chun Yu in this year. As such, the Company faced decline in revenue and profit.
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Albeit the pressure of high interest rate in 2024, inflation seemed to be kept under control that recovery is at sight. The demand for interest rate cut becomes prevalent. Under the rising price of steel and demand for steel material, inventory level of the customers felt almost to the bottom, which dictated for refilling. The improving economy helps to boost up demand. Chun Yu will continue to strengthen its management capacity and focus on niche products, replace obsolete equipment to remove the bottleneck in production capacity, advocate energy saving and carbon reduction in full effort, development low carbon products, bolster its competitive power and gain a larger share in market.
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(I) Performance in production and marketing :
In the Year 2023, our Company's consolidated operating revenue came to NT$8,460,641,000, a decrease by 23.43% from NT$11,049,641,000 in 2022. In terms of consolidated gross profit, in the Year 2023, it came to NT$1,319,064,000 down by 26.82% as compared with NT$1,802,493,000 in 2022. In addition, the Company's consolidated net profit after tax came to NT$360,678,000 in 2023, a decrease by 45.61% when compared with NT$663,116,000 in 2022.
(II) Implementation of budget :
Here at the Company, we did not work out a financial forecast for the Year 2023.
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CHUN YU WORKS & CO., LTD.
(III) Analyses into the capability in financial revenues and expenditures :
| (III) Analyses into the capa | (III) Analyses into the capa | bility in financ | ial revenues and expenditures: | ial revenues and expenditures: |
|---|---|---|---|---|
| Expressed in Thousand NT Dollars | ||||
| Items | Year 2023 | Year 2022 | Annual increase/ decrease rate |
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| Operating revenues | 8,460,641 | 11,049,641 | -23.43 | |
| Net profit before tax | 519,554 | 881,201 | -41.04 | |
| Net profit after tax | 360,678 | 663,116 | -45.61 | |
| The net profit is attributable to: |
The Proprietor of the parent company |
253,625 | 537,503 | -52.81 |
| Non-controlled equity |
107,053 | 125,613 | -14.78 |
(IV) Analysis of profitability :
| (IV)Analysis ofprofitability: | ||
|---|---|---|
| Items | Year 2023 | Year 2022 |
| Asset return rate (%) | 3.70 | 6.01 |
| Return rate on shareholder’s equity (%) | 7.11 | 13.62 |
| Percentage of net profit before tax to the paid-in capital (%) | 17.19 | 29.16 |
| Net profit rate (%) | 4.26 | 6.00 |
| Earnings per share (EPS) (NT$) | 0.91 | 1.93 |
(V) Performance in research & development :
In fiscal 2023, we spent $62,903 thousand on research and development, mainly to continue to refine technology, develop new products, and research and develop new processes and green materials to cut down the costs of product manufacturing. In addition, we also develop new products to meet the needs of operation in the future to the best of our effort with the use of steel billets from electric furnace for the development of low carbon products. This will help to upgrade our competitive power in market and reduce carbon emission. We will take action to perform our corporate social responsibility.
Chairman : Chen, Chi-Tai General Manager : Chang,Hsing-Ya Accounting Head : Su, Hsien-Ming
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CHUN YU WORKS & CO., LTD.
- II. 2023Business Plan Overview
(I) Business philosophy :
As global inflation still remains high in 2023, according to the forecast of the International Monetary Fund (IMF), global economic growth is expected at 1.9% only this year. Likewise, the World Steel Association (WSA) projected that the global demand for iron and steel in 2023 will increase by 2.3% to 1,850 million metric tons. With the global slowdown, the demand for iron and steel will still have the rise space.
ESG has emerged as an international trend. Accordingly, Taiwan also proposed the substantive action plan of “Sustainable Development Action Plans for TWSE - and TPEx - Listed Companies” thereby sustainability. Report is required for the full disclosure of ESG related information, Environment (E) is the vital element of all. Accordingly, greenhouse gas inspection and the schedule for verification must be reported to the Board for supervising the implementation.
Owing to the quest for the reduced emission of greenhouse gas and advocacy of carbon neutrality in most countries, the cost of iron and steel is bound to rise further. The EU is the first of the whole world to launch the Carbon Border Adjustment Mechanism (a.k.a carbon tariff) with pilot runs in place in 2023. In Taiwan, carbon duty is also planned to be levied on big carbon emission enterprises.
In responding to the thriving demand for iron and steel and the issues of environmental protection, the business policy for the future is specified as follows :
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i. Strengthening at core products and upgrading management effici-
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ency. i. Initiation of market distribution and reduction of operating risks.
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ii. Advocacy of energy saving and carbon reduction and pursuit of cyclical economics.
(II) Development strategy of the future :
( i ) Sales :
Further to the continued expansion of the Company into different export markets for segmentation to diversify risk, the Company will expand the development of the US region, with the subsidiary Chun Yu Works, Inc. (USA) as the sales center, add sales locations for accentuating the sales of fasteners for construction supplied by Chun Yu (Taiwan) with competitive quality and price, which in turn improve the sale and market share in the USA. In addition, the Com
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CHUN YU WORKS & CO., LTD.
-pany has also been accredited by JIS on a few items, which will be helpful in penetrating the market of Japan.
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( ii ) Production :
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Highlight categories of the products for selling and position core items on the basis of the specific feature of the equipment and production capacity on hand and upgrade management efficiency. In order to upgrade the overall capacity and performance, the Com pany lower the cost by mass-produce, purchase equipment and implement projects remove obstacles for processes with insuffi-
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cient production capacity.
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( iii ) Environmental Protection :
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Sustainability is vital to corporate development. We are about to transcend to the age of carbon for a price. In supporting the policy of energy saving and carbon reduction, we planned to launch the low carbon emission production process improvement program. Examples are the switching of fuel to electricity to drive the equipment of high energy consumption (sphereroidizing furnace and heating range) to reduce carbon reduction. We also recycle and reuse the waste acid and waste water from the production process after proper treatment. This helps to reduce the cost of production and also pave the way for circular economy. In addition, we also spare no effort in supporting banks to launch green time deposits and sustainable financial products and encourage industry peers to join the cause of sustainability with a view to yield positive influence and ongoing effect to the environment.
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(III) The influence from the macro-economic environment :
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High inflation and the war between Russia and Ukraine remained uncertain in 2023. As such, the cost in the industrial sector and livelihood of people surged to the extent that demand in market remained slow. Customers tended to pursue the policy of low inventory level at the post-pandemic time that purchase orders are in small quantity but placed frequently as rush orders. Customers are also conservative in placing their orders. Demand in Q4 rebounded as customers refilled their inventory, but the high inflation and high interest rate and other forms of uncertainty have affected the customers in buying. As such, the overall performance of Chun Yu in 2023 was not ideal.
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Global economic recovery in 2024 is still uncertain, but inflation seems to be mitigated. In the wake of the quest for interest rate cut
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CHUN YU WORKS & CO., LTD.
and the final stage of inventory adjustment, global economic performance will likely be improved. Chun Yu will strengthen its management effort to focus on construction use fasteners and also improve process efficiency in full effort, and to replace obsolete equipment so as to remove the bottleneck of production capacity. Nonetheless, the Company will also spare no effort in the advocacy of energy saving and carbon reduction, bolster its core competence and increase its market share.
The above is the business results of 2023 and the summary of the business plan in 2024. I wish for the continued support and assistance from all shareholders. I expect to create the best profit for the shareholders with the supervision of the Board and the effort of all in Chun Yu.
We wish all shareholders Happiness and success
Chairperson : Chen, Chi-Tai
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CHUN YU WORKS & CO., LTD.
Chapter II : Company Profile
I. Date of Incorporation :
- (I) Establishment Date : 1949.12.
(II) Date of Incorporation : 1965.03.27.
II. A brief history of the company :
| 1949 | The late Chairman Lee Chun-Yu founded the “Chun Yu Factory.” at his own residence in Jiafeng Li of Gangshan Township. The firm was later relocated to No. 1-1 JiaXing Roade, Gangshan Township, a site occupied an area of 8,000 Pings. At the initial stage of operation, the firm was primarily engaged in the manufacturing of sewing machines and metrical instruments, and converted to the manufacturing of stamping iron plate into screw nuts later. |
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| 1965 | Renamed as“Chun Yu Works & Co., Ltd.”. |
| 1972 | Establishment of subsidiary, “PT. Moonlion Industries Indonesia” of the Group in Indonesia. |
| 1974 | Established subsidiary“Chun Zu Machinery Industry Co., Ltd.”. |
| 1980 | Established subsidiary“Hi-Ace Trading Co., Ltd.”. |
| 1983 | Chairman Lee passed away due to prolonged exhaustion from work. |
| 1986 | 1. Introduced one set of the “Continuous Radiant Tubular spheroidizing thermal processing furnace” from Japan to produce various kinds of high quality spheroidizing annealed iron wire materials in conformity to international standard. 2. The plant at Gangshan was established performing 5 major functions of spheroidization, wire extension, acid wash, water and airpollutant treatment,andpacking. |
| 1988 | Raised capital to NT$286,400,000 and officially pronounced as a publicly-traded company. |
| 1989 | Introduced the second set of continuous processing furnace from Japan at the end of 1988. |
| 1991 | The stocks issued by the Company was approved by the Securities and Futures Commission of Ministry of Finance for listing at TWSE. The stock of the Company was officially listed at TWSE for tradingon October 17. |
| 1993 | 1. Established sale locations in the USA, and invested to found the “Chun Yu Works (U.S.A.) Inc.”. 2. Accredited with the ISO 9002 International Quality Assurance System by the Merchandise Inspection Bureau of the Ministry of Economic Affairs. |
| 1994 | 1. Completed the installation of the third set of continuous spheroidized thermal processing furnace and the-state-of-the-art acid wash equipment from Germany and launched to service. 2. Introduced the equipment for the recycling of sulfuric acid wastes to upgrade anti-pollution know-how in Taiwan. |
| 1995 | 1. Invested to found the “Scholar Holdings Ltd.” at BVI. 2. Accredited with ISO 9002 by RWTUV of Germany. 3. “Chun Zu Machinery Industry Co., Ltd.” of the Group was accredited with ISO 9001. |
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CHUN YU WORKS & CO., LTD.
| 1996 | The proposal for investment in Dongguan, Guangdong, Mainland China, was officially approved by the Investment Commission of the Ministry of Economic Affairs. |
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| 1998 | 1. Invested to found the “Chun Yu (Dongguan) Metal Products Co., Ltd.”. 2. The Company was accredited by the A2LA Lab of the USA in conformityto the FQA “ScrewQualityBill” requirement. |
| 1999 | Accredited with the QS 9000 Quality Assurance System, which helps the expansion of automobile screw business. |
| 2000 | Accredited with the ISO 14001 in environmental management system by SGS. |
| 2003 | Accredited with the ISO/TS 16949 and qualified as a supplier of automotive parts and component at international standard. |
| 2004 | In the Shareholders Meeting, former Chairman Lee Chun-Tang retired,and the Shareholders’ Meeting resolved to elect Mr.Deh-Pin Sun as the Chairman thereafter. |
| 2006 | PT. Moonlion Industries Indonesia of the Group was accredited with the ISO 9001-2000 quality system. |
| 2007 | Established subsidiary“Chun Yu Bio-Tech Co.,Ltd.”. |
| 2008 | Chun Yu Works (U.S.A.) Inc. of the Group was accredited with the ISO 2000qualitysystem. |
| 2009 | 1. The only firm of Taiwan accredited with the quality system of IRIS. 2. Invested jointly with Hi-Ace Trading to establish the ”Sunny City International Ltd.” at Samoa. 3. Chun Yu Bio-Tech Co., Ltd. of the Group was granted the “Pharmaceutical Manufacturing License” “pharmaceutical manufacturinglicense”. |
| 2010 | 1.The tenure of the Directors for this term of the Board expired with a new Board elected by the Shareholders’ Meeting. Mr. Chien-Fu Kan assumed office as the Chairman. 2.The high-strength bolts and nuts manufactured by the Company passed the CE product inspection of the EU Construction Directive by TUV Rheinland. The shearing studs manufactured by the Company also passed the CE product inspection of the EU Construction Directive by TUV Taiwan. 3.Established the “Shanghai Uchee Hardware Products Co., Ltd.” and “Chun Yu (Anshan) Metal Products Co., Ltd.”. 4.Shanghai Uchee Hardware Products of the Group was accredited with the ISO 9001 - quality assurance system. 5.Chun Yu Bio-Tech Co., Ltd. of the Group was granted the “Class A Medical Devices Permit” bythe then Department of Health. |
| 2012 | 1. “Chun Yu (DongGuan) Metal Products Co., Ltd.,” the subsidiary of the Group, was accredited with the following: (1)Accredited with the ISO 9001:2008, ISO/TS 16949:2009, ROHS, CE, and ISO 14001:2004 systems, etc. (2)Accredited by ”China National Accreditation Service for ConformityAssessment”(CNAS)with the certification of an |
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CHUN YU WORKS & CO., LTD.
| accredited test laboratory. (3)Accredited by international enterprise with the certification as following: ①Passed as the only qualified supply of railway fasteners in Asia-Pacific for Bombardier of Canada. ②Qualified as a supplier of railway fasteners for Pandrol of France and the quality assurance system of HKMTR.。 1. Obtained the Product Certification of ROHS. 2. “Chun Zu Machinery Industry Co., Ltd.” of the Group was approved to list at the EmergingStock Market.。 |
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| 2013 | 1. The previous registered company address: No. 1-1, JiaXing Road, Gangshan District, Kaohsiung City. New address effective April 5 2013: No. 100, DaBao Street, Gangshan District, Kaohsiung City. 2. The tenure of the Directors in office expired, the Shareholders Meeting elected a new Board of Directors and Supervisors. The Directors nominated Mr. Lin Huei-Cheng, the representative of Chin Chi Fu Asset Management Co., Ltd., as the Chairman. |
| 2015 | Accredited with the JIS Mark (JIS B 1176 Socket Screw and JIS B 1180 hexagonal screws) of Japan. |
| 2016 | 1. Granted the patent for the new model of “Thermal Tooth Shaping Machine”. 2. The Shareholders Meeting elected a new Board with 9 Directors (including 3 Independent Directors), and the Directors nominated Mr. Lin Huei-Cheng, representative of Taiwan Steel Corporation as the Chairman. Also, the Audit Committee was established. 3. Subsidiaries “Chun Chan Investment Co., Ltd.”, “Fu Deng Investment Co., Ltd.”, and “Chiao Hsin Investment Co., Ltd.” merged to form the Chu Yu Investment Co., Ltd. |
| 2017 | Accredited with high-strength bolts for wind power structure (M24~M36)byTUV. |
| 2018 | The Group disposed 100% of the equity of Chun Yu (Anshan) Metal Products Co., Ltd. in December 2018 in consideration of the scale of operation. |
| 2019 | 1. Chun Yu Group adjusted its organizational structure thereby bought back the remainder shares of Scholar Holdings Ltd. And Sunny City International Ltd. from Hi-Ace Trading for holding 100% of the equities of these companies. 2. The Company celebrated its 70th Anniversary and the completion ceremony of the Chun Yu Memorial Museum in December. The “Here Goes the Lion for a Hundred Years” was taken as the theme to achieve the goals of the two primary visions of “World -Class Construction Fasteners Giant” and “World-Class High-End Fasteners Giant”, and vowed to emerge as a centennial enterprise. |
| 2020 | Subsidiary Hi-Ace Trading Co., Ltd. has transformed from a trading company into a mold-making company and renamed Chun Bang Precision Co., Ltd. |
| 2021 | Issuance of the 1st issue of secured corporate bonds in 2021 amountingto NT$3 billion with a maturityof 7years on 10.15. |
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CHUN YU WORKS & CO., LTD.
| 2022 | 1. Issuance of the 1st, 2nd, and 3rd issue of domestic secured con- vertible bonds totaling NT$1.6 billion with a maturity of 3 years on 03.25. 2. The tenure of the Directors in office expired, the Shareholders Meeting elected a new Board of Directors and Supervisors. The Directors nominated Mr. Lin Huei-Cheng, the representative of Bai Jia Yuan Investment Co., Ltd. as the Chairman. |
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CHUN YU WORKS & CO., LTD.
==> picture [448 x 749] intentionally omitted <==
----- Start of picture text -----
Environmental Protection &
Industrial Safty Department
Accounting
Department
Financial Department
Management
Department
IT Department
Procurement
Department
Quality Assurance
Department
Technology
Department
Steel & Wire
Production Control
Department
Fastener
Production Control
Department
Packaging Department
Steel&Wire
Manufacturing Department
Fastener
Manufacturing Department
Steel & Wire
Sales Department
Fastener
Sales Department
Finance Division
Sustainable Development Committee Administration Division
Secretariat
Corporate Planning Office
Board of Directors General Manager
Shareholders Meeting
Factory Management Division
Audit Office
:
Audit Committee
Manufacturing Division
Corporate Governance Remuneration Committee
:
(I) The company's structure
Chapter III I. Organization
Sales Division
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CHUN YU WORKS & CO., LTD.
(II) Duties and functions of the departments :
| Department | Duties And Functions |
|---|---|
| Audit Office | 1. Declaration required by law. 2. Subsidiary audit. 3. International audit implementation. 4. Establishment of internal control systems and operation. 5. Audit and report to the Audit Committee and Board of Directorsperiodically. |
| Secretariat | 1. Arrangement of meeting affairs for executives. 2. Communication, integration and planning of administrative affairs processes. 3. The contact person responsible for external organizations. |
| Corporate Planning Office |
1. Involved in the compilation of ESG Report. 2. Implementation of theprojects. |
| Steel/Wire & Fastener Sales Department |
1. Marketing affairs. 2. Product shipment management. 3. Payment collection. 4. Customer relation maintenance and service. 5. Productpricingandprojection ofprofit. |
| Steel & Wire Manufacturing Department |
1. In charge of production and manufacturing including wire processing, surface treatment, and conversion coating. 2. In charge of equipment maintenance of the Manufacturing Division. 3. In charge of acid wash and the treatment of reprocessed acid waterpollutants. |
| Fastener Manufacturing Department |
1. Cementie process. 2. Thermal refinement process. 3. Manufacturing equipment and device maintenance. 4. Tapping, thread rolling, nut die casting and tapping, screw head and thread making. |
| Packaging Department |
1. Packing scheduling and operation. 2. Machinery equipment maintenance. |
| Fastener Production Control Department |
1. Mechanical capacity scheduling and monitoring. 2. Tracking and control of outsourcing (procurement). 3. Packing capacity scheduling and monitoring. 4. Shipment of in-house product lines, semi-finished items and finishedgoods. |
| Steel & Wire Production Control Department |
1. In-house transportation. 2. Outsourcing tracking and monitoring. 3. Material warehousing. 4. Automatic capacity scheduling and monitoring. 5. Steel material mechanical capacity scheduling and monitoring. 6. Shipment and warehouse management of steel products. |
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| Department | DutiesAndFunctions |
|---|---|
| Technology Department |
1. Existing products and processes improvement. 2. New product development。 3. Patent application and assessment. 4. Assessment and follow-up with new types of steel. 5. Assistance in the assessment of product price inquiry. 6. Product prototyping design and tooling design. 7. Assistance to the sale department in post-sale technical service and customer complaint. |
| Quality Assurance Department |
1. Quality system accreditation。 2. Quality System Process. 3. Internal and external products accreditation。 4. Manufacture procedure arrangement, commission, finished products inspection. |
| Procurement Department |
1. Management of tender offer for purchase. 2. Purchase request and purchase order processing. 3. Development, assessment and supervision of suppliers. 4. Outsourcing cost control of the whole factory, and avoid- ance of the risk of supply interruption. 5. Planning of the coordination of mechanical capacity and shipment of vendors. |
| IT Department | 1. Information security management. 2. System design and installation. 3. Information security strategy and planning for the company. |
| Management Department |
1. Personnel administration and human resources planning. 2. Planning, implementation and review of miscellaneous duties. |
| Financial Department |
1. General affairs of finance. 2. Banking transactions. 3. Plan and implement capital affairs. 4. Shareholder service, share related declaration. 5. Board and corporategovernance matters. |
| Accounting Department |
1. Accounting processing. 2. Business analysis、budgetplanningand management. |
| Environmental Protection & Industrial Safty Department |
1. Declaration, implementation and audit of occupational safety work. 2. Declaration, implementation and audit of hygiene. 3. Declaration, implementation and audit of environment. |
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| CHUN YU WO | CHUN YU WO | RKS&CO., | RKS&CO., | LTD. | LTD. | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| subsidiaries heads (I) Information on Directors� |
Note | ||||||||||||
| Other managers, Directors who is this person’s spouse or relative(s) within the second degree ofkinshi |
Relation | - | - | - | - | - | - | ||||||
| Name | - | - | - | - | - | - | |||||||
| Title | - | - | - | - | - | - | |||||||
| Positio ns held concur rently in the Compa ny and other compa nies |
Note 1 | Note 1 | Note 1 | Note 1 | Note 1 | Note 1 | |||||||
| Education and/or experiences |
National Tainan Commercial Vocational Senior High School Department of Commerce |
Master of Accountancy, NTU |
PhD., Shipbuilding Engineering, NTU |
Department of Law, NCHU |
Department of Industrial Engineering and Systems Management, FCU |
Department of Business Administration, |
|||||||
| Shareholding by nominee arrangement |
Ratio | - | - | - | - | - | - | ||||||
| Number of shares |
- | - | - | - | - | - | |||||||
| Spouse and minor Shareholding |
Ratio |
- | - | - | - | - | 0.44% | ||||||
| Number of shares |
- | - | - | - | - | 1,320,624 | |||||||
| Current Shareholding |
Ratio | 27.87% | - | 27.87% | - | 0.16% | 0.003% | 0.16% | - | 0.16% | - | 1.11% | |
| Number of shares |
84,219,450 | - | 84,219,450 | - | 469,350 | 9,450 | 469,350 | - | 469,350 | - | 3,352,397 | ||
| Shareholding upon appointment |
Ratio | 27.87% | - | 27.87% | - | 0.16% | 0.003% | 0.16% | - | 0.16% | - | 1.31% | |
| Number of shares |
80,209,000 | - | 80,209,000 | - | 447,000 | 9,000 | 447,000 | - | 447,000 | - | 3,767,998 | ||
| Date of first appointm en |
2013.06.26 | 2018.10.01 | 2013.06.26 | 2013.06.26 | 2022.06.22 | 1986.08.09 | |||||||
| Term (years) |
3 | 3 | 3 | 3 | 3 | 3 | |||||||
| Date of appointm ent |
2022.06.22 | 2022.06.22 | 2022.06.22 | 2022.06.22 | 2022.06.22 | 2022.06.22 | |||||||
| Gender Age |
Male 71~80 |
Male 61~70 |
Male 61~70 |
Male 61~70 |
Male 61~70 |
Male 61~70 |
|||||||
Name |
Bai Jia Yuan Investment Co., Ltd. |
Representative� Chen, Chi-Tai |
Bai Jia Yuan Investment Co., Ltd. |
Representative� Wong, Chung-Chun |
Taiwan Steel Group United Co., Ltd. |
Representative� Lin, Huei-Jeng |
Taiwan Steel Group United Co., Ltd. |
Representative� Wang, Chiung-Fen |
Taiwan Steel Group United Co., Ltd. |
Representative� Yan, Cing-Li |
Lee, Shih-Ho | ||
| Nation ality or registr ation area |
R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | |||||||
| Title | President | Vice President |
Director | Director | Director | Director |
- 13 -
CHUN YU WORKS & CO., LTD.
| CHU | CHU | N YU WORK | N YU WORK | S&CO., LTD. | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Note 1�Position(s) held concurrently in the company and/or in any other company: Table 1 Note 2�Major Shareholders of Corporate Shareholders: Table 2 Note 3�Major shareholders listed in Table 2 is a Corporate/JuristicPerson�Table 3 Note 4�Where the Chairman, President or person holds an equivalent position (the highest level management) of the Company are the same person, spouses, or relatives within the first degree of relationship, an relevant explanation shall be given regarding the information onthe reason for, reasonableness, necessity thereof,and the measures adopted in response thereto (including methods such as increasing the number of seats for Independent Directors and more than half of |
|||||||||
| Other managers, Directors who is this person’s spouse or relative(s) within the second degree ofkinshi |
Relation | - | - | - | - | - | ||||
| Name | - | - | - | - | - | |||||
| Title | - | - | - | - | - | |||||
| Positio ns held concur rently in the Compa ny and other compa nies |
Note 1 | Note 1 |
Note 1 | Note 1 | Note 1 | |||||
| Education and/or experiences |
FCU | DBA , Alliant International University |
Doctoral Candidate of Finance, Xiamen University |
PhD., Accounting, Rutgers, The State University of New Jersey |
Master of Business Administrati, NSYSU |
LLD., National Taiwan Normal University |
||||
| Shareholding by nominee arrangement |
Ratio | - | - | - | - | - | - | |||
| Number of shares |
- | - | - | - | - | |||||
| Spouse and minor Shareholding |
Ratio |
- | - | - | - | -- | - | |||
| Number of shares |
- | - | - | - | - | - | ||||
| Current Shareholding |
Ratio | 27.87% | - | 27.87% | 0.0002% | - | - | - | ||
| Number of shares |
84,219,450 | - | 84,219,450 | 604 | - | - | - | |||
| Shareholding upon appointment |
Ratio | 27.87% | - | 27.87% | 0.0002% | - | - | - | ||
| Number of shares |
80,209,000 | - | 80,209,000 | 576 | - | - | - | |||
| Date of first appointm en |
2022.06.22 | 2022.06.22 | 2022.06.22 | 2022.06.22 | 2019.06.05 | |||||
| Term (years) |
3 | 3 | 3 | 3 | 3 | |||||
| Date of appointm ent |
2022.06.22 | 2022.06.22 | 2022.06.22 | 2022.06.22 | 2022.06.22 | |||||
| Gender Age |
Female 41~50 |
Female 51~60 |
Male 61~70 |
Male 41~50 |
Male 71~80 |
|||||
Name |
Bai Jia Yuan Investment Co., Ltd. |
Representative� Wu, Yi-Ching |
Bai Jia Yuan Investment Co., Ltd. |
Representative� Wu, Mei-Huei |
Jian, Jin-Cheng | Fang, Jhen-Ming | Lee, Chin-Chang | |||
| Nation ality or registr ation area |
R.O.C | R.O.C | R.O.C |
R.O.C |
R.O.C |
|||||
| Title | Director | Director | Independent Director |
Independent Director |
Independent Director |
- 14 -
CHUN YU WORKS & CO., LTD.
| Concurrent Posts | Quintain Steel Co., Ltd. Director OFCO Industrial Corporation Director Shanghai Uchee Hardware Products Co., Ltd. Director Shanghai Chun Zu Machinery Industry Co., Ltd. Director Taiwan Styrene Monomer Corporation Director Chun Yu (Dong Guan) Metal Products Co., Ltd. Director Chun Yu Works, Inc. (USA) Director PT MOON Lion Industries Indonesia Director Yung-Fu Co.,Ltd. Director Tong Horng Metal Industrial Co., Ltd. Supervisor TSG Sport Marketing Co., Ltd. Supervisor TSG Hawks Baseball Co., Ltd. Supervisor |
Chun Zu Machinery Industry Co., Ltd. Chairman Jade Rich Grain CO.,Ltd. Director Chun Bang Precision Co., Ltd. Supervisor Chun Yu Bio-Tech Co., Ltd. Supervisor Chun Yu Investment Co., Ltd. Company Supervisor PT MOON Lion Industries Indonesia Supervisor |
Shanghai Uchee Hardware Products Co., Ltd. Director PT MOON Lion Industries Indonesia Director Shanghai Chun Zu Machinery Industry Co., Ltd. Supervisor CSBC Corporation, Taiwan. Independent Director Taiwan Steel University of Science and Technology Chairman |
|---|---|---|---|
| BVI Lai Mong City Development Ltd. Chairman Chun Zu Machinery Industry Co., Ltd. Director Chun Bang Precision Co., Ltd. Chairman Chun Yu Bio-Tech Co., Ltd. Chairman Chun Yu Investment Co., Ltd. Chairman Li-Chiao Investment Co., Ltd. Chairman Bai Jia Yuan Investment Co., Ltd. Chairman |
Shanghai Tongseng Trading Co., Ltd. Chairman Shanghai Uchee Hardware Products Co., Ltd. Chairman Shanghai Chun Zu Machinery Industry Co., Ltd. Chairman Chun Yu (Dong Guan) Metal Products Co., Ltd. Chairman Chun Yu Works, Inc. (USA) Chairman Scholar Holdings Ltd. Chairman Sunny City International Ltd. Chairman |
Chun Yu Investment Co., Ltd. Company Director Chun Bang Precision Co., Ltd. Director Chun Yu Bio-Tech Co., Ltd. Director Chun Zu Machinery Industry Co., Ltd. Director S-Tech Corporation Director |
|
| Name | Chairman Chen, Chi-Tai |
Vice Chairman Wong, Chung-Chun |
Director Lin, Huei-Jeng |
- 15 -
CHUN YU WORKS & CO., LTD.
| Soft-World International Corporation Director D-Link Corporation Director Chun Bang Precision Co., Ltd. Director Chun Yu Bio-Tech Co., Ltd. Director Chun Yu Investment Co., Ltd. Company Director UFC GYM TAIWAN Ltd. Director Shanghai Chun Zu Machinery Industry Co., Ltd. Director Taiwan Styrene Monomer Corporation Director Shanghai Uchee Hardware Products Co., Ltd. Supervisor Chun Yu (Dong Guan) Metal Products Co., Ltd. Supervisor Dongying Management Consulting Co., Ltd. Chairman Dong Ying Enterprise Co., Ltd. Chairman Taiwan Steel University of Science. and Technology Directo |
Taiwan Steel Group Ferrous Material Co., Ltd. Chairman Quintain Steel Co., Ltd. Director OFCO Industrial Corporation Director Taiwan Steel University of Science. and Technology Director |
Zenith Good Enterprise Co., Ltd. Supervisor |
|---|---|---|
| Yu Jing Ltd. Company Chairman Na Neng Co., Ltd. Chairman Taiwan Steel Group United Co., Ltd. Chairman Ho Yang Investment Co., Ltd. Chairman Rong Yang Investment Co., Ltd. Chairman Gathershine Enterprise Ltd. Chairman Ouying Enterprise Ltd. Chairman Huei Sian Enterprise Ltd. Chairman Gloria Material Technology Corporation Chairman S-Tech Corporation Chairman TSG Sport Marketing Co., Ltd. Chairman TSG Hawks Baseball Co., Ltd. Chairman Kings Asset Management Co., Ltd. Chairman Taiwan Network Communication Investment and Financial Guangzhou Goldway Special Metal Corporation Chairman Tianjin Goldway Special Metal Corporation Chairman Xian Goldway Special Metal Corporation Chairman Jiaxing Goldway Special Metal Corporation Chairman Jiaxing Xiangyang Metal Materials Technology Co., Ltd. Chairman Alloy Tool Steel Inc. Chairman Gloria Material Technology Japan Co., Ltd. Chairman |
Tai Yu Investment Co., Ltd. Chairman E-Sheng Steel Co., Ltd. Chairman E-Top Metal Co., Ltd. Chairman TMP Steel Corporation Chairman |
Chun Zu Machinery Industry Co., Ltd. Director Shanghai Chun Zu Machinery Industry Co., Ltd. Director |
| Director Wang Chiung-Fen |
Director Yan,Cing-Li |
Director Lee, Shih-Ho |
- 16 -
CHUN YU WORKS & CO., LTD.
| Star Travel Corp. Director Gloria Material Technology Corporation Director Kuei Tien Cultural & Creative Entertainment CO., LTD President |
Department of Journalism Adjunct Assistant Professor, Ming Chuan University OFCO Industrial Corporation Director D-LINK Corporation Directo |
Gloria Material Technology Corporation Independent Director Taiwan Styrene Monomer Corporation Independent Director |
Hong Jing No.5 Energy Co., Ltd. Director Hong Gong No.5 Energy Co., Ltd. Director Hong Gong No.6 Energy Co., Ltd. Director Hong Ding Holding Co., Ltd. Director |
National Tsing Hua University Director |
|---|---|---|---|---|
| UFC Gym Taiwan Limited CEO Ho-He International Development Co., Ltd. President Yangmingshan Tien Lai Resort & Spa Director |
Soft-World International Corporation Director |
Shang Yuan Consultant Ltd. Director Maohong Power Co., Ltd. Director Hong Sian No.3 Energy Co., Ltd. Director Hong Luo No.5 Energy Co., Ltd. Director |
||
| Director Wu, Yi-Ching |
Director Wu, Mei-Huei |
Independent Director Jian, Jin-Cheng |
Independent Director Fang, Jhen-Ming |
Independent Director Lee, Chin-Chang |
- 17 -
CHUN YU WORKS & CO., LTD.
【 Table 2 】 Major Shareholders of Corporate Shareholders :
April 1, 2024 Name of corporate Major shareholders of the corporate shareholder Shareholder Bai Jia Yuan Prominent Sino Holdings Ltd. (100%) Investment Co., Ltd. Taiwan Steel Group Chin Chi Fu Asset Management Co., Ltd. (100%) United Co., Ltd.
【 Table 3 】 Major shareholders listed in Table 2 is a Corporate/Juristic Person :
| 【Table 3】Major shareholders listed in Table 2 is a Corporate/Juristic Person: |
【Table 3】Major shareholders listed in Table 2 is a Corporate/Juristic Person: |
|---|---|
| April 1, 2024 | |
| Name of corporate/juristic person |
Major shareholders of the corporate/juristic person |
| Prominent Sino Holdings Ltd. |
Innovative Advisors Ltd. (100%) |
| Chin Chi Fu Asset Management Co.,Ltd. |
Huang,Jyun-Yi(45%)、Wang Chiung-Fen(36%)、 E-TopMetal Co.,Ltd.(19%) |
- 18 -
CHUN YU WORKS & CO., LTD.
| and the Independence of Independent Directors: | Nil | Nil | |
|---|---|---|---|
| No. of other public companies where the person concurrently serves as an Independent Director |
|||
| Independence Analysis | Not an Independent Director, not applicable. |
Not an Independent Director, not applicable. |
|
| Professional qualifications and experience | (1)Graduated from National Tainan Commercial Vocation Senior High School, the incument chairman of Bai Jia Yuan Investment Co., Ltd., Chun Zu Machinery Industry Co., Ltd., and serve as Director and Supervisor of a number of companies listed at TWSE and TPEx. (2)With more than 10 years of experience in industry knowledge, leadership in operation, and well-seasoned in corporate planning, financial analysis and the practice of marketing. Specialized in market strategy and business promotion. (3)Nothing in connection with Article 30 of the Company Act. |
(1)Graduated from the Institute of Accounting, National Taiwan University, former Executive Vice Chairman of the Company and Independent Director of OFCO Industrial Corp. Currently Chairman of Shanghai Tongseng Trading Co., Ltd., represent- ative of Institutional Director and Supervisor of a number of other companies. (2)With more than 5 years of experience pertinent to the operation of the Company, with analysis and management capacity in corporate governance, finance and accounting, and business, and requires the management team to map out business strategy for implementation. (3)Nothing in connection with Article 30 of the Company Act. |
|
| Criteria Name |
Chairman Chen, Chi-Tai |
Vice Chairman Wong, Chung-Chun |
- 19 -
CHUN YU WORKS & CO., LTD.
| 1 | Nil | Nil | |
|---|---|---|---|
| No. of other public companies where the person concurrently serves as an Independent Director |
|||
| Independence Analysis | Not an Independent Director, not applicable. |
Not an Independent Director, not applicable. |
Not an Independent Director, not applicable. |
| Professional qualifications and experience | (1)PhD, Shipbuilding Engineering, National Taiwan University. Former President of National Penghu University of Science and Technology, Professor at National Taiwan University. Currently the Director of S-Tech Corporation and representative of Institu- tional Director in a number of companies, or Independent Direct -or of other companies. (2)Professional experience as university professor in business and the subjects related to corporate management. Seasoned with industry knowledge, international market, international view, judgement in competition of the global professional market and innovative leadership for more than 5 years. (3)Nothing in connection with Article 30 of the Company Act. |
(1)Graduated from Department of Law, National Chung Hsing University, currently Chairman or Director of Taiwan Steel Gro- up, Gloria Material Technology Corp., and other companies list- ed at TWSE and TPEx. (2)A licensed practicing lawyer with expertise in law that could give advice in risk management and legal strategy, compliance and management decision. Expertise in law and finance. (3)Diversification in operation to different industries. The wealth of experience in corporate management will lead the Company to sustainable development. (4)Nothing in connection with Article 30 of the Company Act. |
(1)Graduated from Department of Industrial Engineering and Systems Management, Feng Chia University. Currently President or Director of E-Sheng Steel Co., Ltd., Taiwan Steel Group Ferr- |
| Criteria Name |
Director Lin, Huei-Jeng |
Director Wang Chiung-Fen |
Director Yan, Cing-Li |
- 20 -
CHUN YU WORKS & CO., LTD.
| Nil | Nil | Nil | ||
|---|---|---|---|---|
| No. of other public companies where the person concurrently serves as an Independent Director |
||||
| Independence Analysis | Not an Independent Director, not applicable. |
Not an Independent Director, not applicable. |
Not an Independent Director, not applicable. |
|
| Professional qualifications and experience | ous Material Co., Ltd., Quintain Steel Co., Ltd. etc. (2)Have capacity and experience in business, law, finance, corporate managemen, etc. that eligible for the Company requirements. (3)Nothing in connection with Article 30 of the Company Act. |
(1)Graduated from Department of Business Administration, Feng Chia University, former Vice President of the Company, curr- ently Supervisor of Zenith Good Enterprise Co., Ltd., Director of Chun Zu Machinery Ind. Co., Ltd. (2)Concentration in screw manufacturing and related domains for many years and well-seasoned in industry knowledge and busin- ess promotion. (3)Nothing in connection with Article 30 of the Company Act. |
(1)DBA, Alliant International University, former President of Taiwan Styrene Monomer Corporation, currently Director of the Company, President of Hohe International Development Co., Ltd., President of Kuei Tien Cultural & Creative Entertainment CO., LTD and Director of Tien Lai Resort & Spa. (2)Experienced in the practice of corporate governance, corporate planning, and related management capacity, able to upgrade the quality and function of corporate governance of the Board。 (3) Nothing in connection with Article 30 of the Company Act. |
(1)Graduated from the Institute of Mass Conminication, Ming Chuan University Doctoral Candidate of Finance, Xiamen Unive -rsity. Former General Manager of CredereMedia, Editor-in-chief of Wealth Bulletin, Deputy Editor-in-chief of Business Today and Business Weekly, Editor-in-chief and Director of New Media |
| Criteria Name |
Director Lee, Shih-Ho |
Director Wu, Yi-Ching |
Director Wu, Mei-Huei |
- 21 -
CHUN YU WORKS & CO., LTD.
| 1 | ||
|---|---|---|
| No. of other public companies where the person concurrently serves as an Independent Director |
||
| Independence Analysis | (1)The person, spouse and kindred within the 2ndtier has not held the position as Director, Supervisor or employee of the Company or its affiliates. (2)The person, spouse and kindred within the 2ndtier does not hold any shares issued by the Company. (3)The chairperson, general manager, or person does not hold an equivalent position of the company and a person in any of those positions at another company or institution are not the same person or spouses. (4)A director, supervisor, officer, or shareholder does not hold five percent or more of the shares, of a specified company or institution that has a financial or business |
|
| Professional qualifications and experience | Division of Wealth Magazine. Currently Director and Chief of Staff of Taiwan Steel Group United Co., Ltd. (2)Have capacity and experience in corporate management, leader- ship in operation, etc., which eligible for the Company require- ments. (3)Nothing in connection with Article 30 of the Company Act. |
(1)PhD., Accounting, Rutgers, the State University of New Jersey. Currently Director of Soft-World International Corporation, Independent Director of Taiwan Styrene Monomer Corp. (2)Experienced in business, finance, corporate management, etc., that eligible for the Company requirements. Which could super- vise the operation of the Board and Functional Committee of the Company, and provide professional consultant. (3)Nothing in connection with Article 30 of the Company Act. |
| Criteria Name |
Independent Director Chien, Chin-Chen |
- 22 -
CHUN YU WORKS & CO., LTD.
| Nil | ||
|---|---|---|
| No. of other public companies where the person concurrently serves as an Independent Director |
||
| Independence Analysis | relationship with the company.。 (5)The person did not provide commercial, legal, financial and accounting service to the Company or its affiliates in the past 2 years that has received compensation exceeding NT$500,000. |
(1)The person, spouse and kindred within the 2ndtier has not held the position as Director, Supervisor or employee of the Company or its affiliates. (2)The person, spouse and kindred within the 2ndtier does not hold any shares issued by the Company. (3)The chairperson, general manager, or person does not hold an equivalent position of the company and a person in any of those positions at another company or institution are not the same person or spouses. (4)A director, supervisor, officer, or shareholder does not hold five percent or more of the shares, of a specified company or institution |
| Professional qualifications and experience | (1)Master of Business Administrati, NSYSU, former Assistant Man- ager of Legal Dept.of Motech Industries, Inc., Vice President of KHL Capital, etc. Currently Independent Director of the Com- pany and Shang Yuan LLC., Independent Director and Chief Legal Officer of Maohong Power Co., Ltd. (2)Experienced in business, legal affairs, corporate management, etc that eligible for the Company requirements. Which could supervise the operation of the Board and Functional Committee of the Company, and provide professional consultant. (3)Nothing in connection with Article 30 of the Company Act. |
|
| Criteria Name |
Independent Director Fang, Chen-Ming |
- 23 -
CHUN YU WORKS & CO., LTD.
| Nil | ||
|---|---|---|
| No. of other public companies where the person concurrently serves as an Independent Director |
||
| Independence Analysis | that has a financial or business relationship with the company. (5)The person did not provide commercial, legal, financial and accounting service to the Company or its affiliates in the past 2 years that has received compensation exceeding NT$500,000. |
(1)The person, spouse and kindred within the 2ndtier has not held the position as Director, Supervisor or employee of the Company or its affiliates. (2)The person, spouse and kindred within the 2ndtier does not hold any shares issued by the Company. (3)The chairperson, general manager, or person does not hold an equivalent position of the company and a person in any of those positions at another company or institution are not the same person or spouses. (4)A director, supervisor, officer, or shareholder does not hold five percent or more of the shares, of a |
| Professional qualifications and experience | (1)LLD, National Taiwan Normal University, former President of National Kinmen University, currently Independent Director and member of the Audit Committee and Remuneration Committee of the Company and Supervisor of National Tsing Hua University. (2)Professional experience as university professor in law and the subjects required for the operation of the Company, specialized in in the advocacy of industry-academe collaborative research and education, and able give professional advice in the launch of business at the Company. (3)Nothing in connection with Article 30 of the Company Act. |
|
| Criteria Name |
Independent Director Lee, Chin-Chang |
- 24 -
CHUN YU WORKS & CO., LTD.
| No. of other public companies where the person concurrently serves as an Independent Director |
|
| Independence Analysis | specified company or institution that has a financial or business relationship with the company. (5)The person did not provide commercial, legal, financial and accounting service to the Company or its affiliates in the past 2 years that has received compensation exceeding NT$500,000. |
| Professional qualifications and experience | |
| Criteria Name |
- 25 -
CHUN YU WORKS & CO., LTD.
- 26 -
CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS | CHUN YU WORKS | &CO. | , LTD. | ||||||
|---|---|---|---|---|---|---|---|---|---|
| -holders' Meetings. The members of the board of directors are all outstanding figures in industry and acade- mia, boasting mutually complemented industrial experience, as well as expertise in finance, economics , accounting and law, meeting the diversified board management goal. In addition, we aim at increasing a num ber of female directors (more than one-third) because of the emphasis on gender equality issue. The Company includes 9 male Directors (accounted for 82% of theBoard’s numbers), 2 female Directors (accoun -ted for 18% of the Board’s numbers). The Company will raise the seats of female Directors depending on operations plan. Implementation of the policy of diversity in the borad as shown below: |
Legal | ✓ | |||||||
| Finance and accounting |
✓ | ✓ | ✓ | ✓ | |||||
| Industry knowledge |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Leadership decision |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Operations management |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Term of independent directors | 6 - 9 years |
||||||||
| 3 - 6 years |
|||||||||
| Less than 3 years |
|||||||||
Age |
Over 70 |
✓ | |||||||
| 61-70 | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| 51-60 | |||||||||
41-50 |
✓ | ||||||||
| Also serves |
as an emplo yee of the Comp any |
✓ | ✓ | ||||||
| Ge nd er |
M | M | M | M | M | M | F | ||
| Natio nality |
R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | ||
| Name | Chen, Chi-Tai | Wong, Chung-Chun |
Lin, Huei-Jeng | Wang, Chiung-Fen |
Wang Chiung-Fen |
Lee, Shih-Ho | Wu, Yi-Ching | ||
| Title | Chairman | Vice Chairman |
Director | Director | Director | Director | Director |
- 27 -
CHUN YU WORKS & CO., LTD.
| Legal | Legal | ✓ | ✓ | |||
|---|---|---|---|---|---|---|
| Finance and accounting |
✓ | |||||
| Industry knowledge |
✓ | |||||
| Leadership decision |
✓ | ✓ | ||||
| Operations management |
✓ | ✓ | ✓ | ✓ | ||
| Term of independent directors | 6 - 9 years |
|||||
| 3 - 6 years |
✓ | |||||
| Less than 3 years |
✓ | ✓ | ||||
Age |
Over 70 |
✓ | ||||
| 61-70 | ✓ | |||||
| 51-60 | ✓ | |||||
41-50 |
✓ | |||||
| Also serves |
as an emplo yee of the Comp any |
|||||
| Ge nd er |
F | M |
M | M | ||
| Natio nality |
R.O.C | R.O.C | R.O.C | R.O.C | ||
| Name | Wu, Mei-Huei | Chien, Chin-Chen |
Fang, Chen-Ming |
Lee, Chin-Chang |
||
| Title | Director | Independent Director |
Independent Director |
Independent Director |
- 28 -
CHUN YU WORKS & CO., LTD.
- 29 -
CHUN YU WORKS & CO., LTD.
| CHUN YU W | ORKS&C | O., LTD | . | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 1, 2023 | Note |
Note 1�Please refer to Table 1 for more details of the company's managers currently holding positions in other companies. | ||||||||||
Managers who are Spouses or Within Two Degrees of Kinship |
Relati on |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | ||
| Name | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||
| Title | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||
| Other Position |
(Note 1) |
(Note 1) | - | - | - | - | - | |||||
| Experience (Education) |
Department of Commerce, National Tainan Commercial Vocational Senior High School |
Master of Accountancy, NTU |
Master of Business Administration, National Yunlin University of Science and Technology |
Department of Chemistry, NCKU |
Department of Accounting, NTCUST |
Master of Business Management, KUAS |
Department of Accounting, THU |
Department of Accounting, MCU |
||||
| Shareholding by nominee arrangement |
Ratio | - | - | - | - | - | - | - | ||||
| Shares | - | - | - | - | - | - | - | |||||
| Spouse and minor Shareholding |
Ratio | - | - | - | - | - | - | - | ||||
| Shares | - | - | - | - | - | - | - | |||||
| Present Shareholding |
Ratio | - | - | - | - | 0.0007 | 0.0018 | - | - | |||
| Shares | - | - | - | - | 2,100 | 5,536 | - | - | ||||
| Date of appointment |
2019.07.01 | 2019.07.01 | 2023.10.01 | 2022.06.30 | 2022.06.30 | 2023.08.01 | 2023.09.01 | 2022.08.11 | 2023.11.09 | |||
| Gender | M | M | M | M | F | M | M | M | F | |||
| Name | Chen, Chi-Tai | Wong, Chung- Chun |
Chang,Hsing-Ya | Yan,Jia-De | You,Bei-Di | He,Mao-Ji | Li, Ming-Jheng | Su, Hsien Ming |
Yang Chien Yi |
|||
| Nation ality |
R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | R.O.C | |||
| Title (Note 1) |
CEO of domestic subsidiary business group |
CEO of overseas subsidiary business group |
General Manager | Vice President | Asst Vice President |
Asst Vice President |
Asst Vice President |
Financial and Accounting Manager |
Corporate govemance officer |
- 30 -
CHUN YU WORKS & CO., LTD.
| Concurrent Posts | Quintain Steel Co., Ltd. Director OFCO Industrial Corporation Director Shanghai Uchee Hardware Products Co., Ltd. Director Shanghai Chun Zu Machinery Industry Co., Ltd. Director Taiwan Styrene Monomer Corporation Director Chun Yu (Dong Guan) Metal Products Co., Ltd.Director Chun Yu Works, Inc. (USA) Director PT MOON Lion Industries Indonesia Director Tong Horng Metal Industrial Co., Ltd. Supervisor TSG Sport Marketing Co., Ltd. Supervisor TSG Hawks Baseball Co., Ltd. Supervisor |
Chun Zu Machinery Industry Co., Ltd. Chairman Chun Bang Precision Co., Ltd. Supervisor Chun Yu Bio-Tech Co., Ltd. Supervisor Chun Yu Investment Co., Ltd. Company Supervisor PT MOON Lion Industries Indonesia Supervisor |
|---|---|---|
| BVI Lai Mong City Development Ltd. Chairman Chun Zu Machinery Industry Co., Ltd. Director Chun Bang Precision Co., Ltd. Chairman Chun Yu Bio-Tech Co., Ltd. Chairman Chun Yu Investment Co., Ltd. Chairman Jing Gang Investment Co., Ltd. Chairman Li-Chiao Investment Co., Ltd. Chairman Bai Jia Yuan Investment Co., Ltd. Chairman |
Shanghai Tongseng Trading Co., Ltd. Chairman Shanghai Uchee Hardware Products Co., Ltd. Chairman Shanghai Chun Zu Machinery Industry Co., Ltd. Chairman Chun Yu (Dong Guan) Metal Products Co., Ltd. Chairman Chun Yu Works, Inc. (USA) Chairman Scholar Holdings Ltd. Chairman Sunny City International Ltd. Chairman |
|
| Name | CEO of domestic subsidiary business group Chen, Chi-Tai |
CEO of overseas subsidiary business group Wong, Chung-Chun |
- 31 -
CHUN YU WORKS & CO., LTD.
- 32 -
CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year 2023 / Unit�NTD thousands | Remune ration from re-invest ed business es other than subsidiar ies |
Nil | ||||||||||
| The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit (%)(Note 4) |
All companies in the consolidate d financial statements |
4.80 | 2.98 | 2.62 | 0.56 | 0.47 | 0.80 | |||||
| The Company |
3.26 | 1.71 | 1.96 | 0.54 | 0.47 | 0.58 | ||||||
| Remuneration from other jobs | Employee remuneration (G) (Note 6) |
All companies in the consolidated financial statements |
Stock | - | - | - | - | - | - | |||
| Cash | 169 | 169 | - | - | - | - | ||||||
| The Company | Stock | - | - | - | - | - | - | |||||
| Cash | 169 | 169 | - | - | - | - | ||||||
Retirement pension (F) |
All companies in the consolidate d financial statements |
- | - | - | - | - | - | |||||
| The Company |
- | - | - | - | - | - | ||||||
| Remuneration, bonus and special fees (E) (Note 5) |
All companies in the consolidate d financial statements |
7,880 | 4,233 | 3,416 | - | - | - | |||||
The Company |
5,700 | 2,736 | 3,416 | - | - | - | ||||||
| The sum of | A, B, C and D as a percentage of after-tax net profit (%)(Note 4) |
All companies in the consolidated financial statements |
1.62 | 1.25 | 1.27 | 0.56 | 0.47 | 0.80 | ||||
| The Company |
0.95 | 0.57 | 0.61 | 0.54 | 0.47 | 0.58 | ||||||
| Director remuneration | Business execution expenses (D) (Note 3) |
All companies in the consolidated financial statements |
1,663 | 1,663 | 1,626 | 755 | 690 | 1,245 | ||||
The Company |
690 | 690 | 690 | 690 | 690 | 690 | ||||||
| Director remuneration (C) (Note 2) |
All companies in the consolidated financial statements |
1,758 | 1,251 | 1,251 | 507 | 507 | 507 | |||||
| The Company |
1,014 | 507 | 507 | 507 | 507 | 507 | ||||||
| Retirement pension (B) |
All companies in the consolidated financial statements |
- | - | - | - | - | - | |||||
| The Company |
- | - | - | - | - | - | ||||||
| Remuneration (A) (Note 1) |
All companies in the consolidated financial statements |
698 | 246 | 349 | 166 | - | 285 | |||||
| The Company |
698 | 246 | 349 | 166 | - | 285 | ||||||
| Name | Bai Jia Yuan Investment Co., Ltd. Representative� Chen, Chi-Tai |
Bai Jia Yuan Investment Co., Ltd. Representative� Wong, Chung-Chun |
Taiwan Steel Group United Co., Ltd. |
Representative� Lin, Huei-Jeng |
Taiwan Steel Group United Co., Ltd. |
Representative� Wang, Chiung-Fen |
Taiwan Steel Group United Co., Ltd. Representative� Yan, Cing-Li |
Lee, Shih-Ho | ||||
| Title | Chairman | Vice Chairman |
Director | Director | Director | Director |
- 33 -
CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS&C | CHUN YU WORKS&C | CHUN YU WORKS&C | CHUN YU WORKS&C | CHUN YU WORKS&C | O., LTD. | ||||
|---|---|---|---|---|---|---|---|---|---|
| Remune ration from re-invest ed business |
es other than subsidiar ies |
Nil | Note 1�It refers to the directors’ compensation received for the recent year (including salaries of the directors, special responsibility allowance, severance pay, various bonuses, incentives, etc.). In addition, specify the policy, system, standard, and structure of remunerations to the Directors and Independent Directors of Chun Yu Works, and association between the amount of remuneration and the duties, risks, and time input of the Directors� (1) According to the Articles of Incorporation of the Company, the remunerations to the Directors will commensurate with the level of participation of the Directors in the operation and their contribution value with reference to industry standard. (2) It is explicitly stated in the Articles of Incorporation that the remuneration to the Directors shall be no more than 2% of the earnings of the year. Note 2�The remuneration to the Directors for rendering services to all companies included in the financial statements in the previous fiscal period (such as consul- tants of parent company, all companies in the consolidated financial statements, etc.)�Nil Note 3�It refers to the relevant expenses for business operations paid to directors for the recent year (including transportation allowance, special allowance, various allowances and the provision of dormitory and vehicle, etc.). Note 4�It refers to the net income in the parent company only financial reports or individual financial reports of the recent year. Note 5�It refers to the salaries, special responsibility allowance, severance pay, various bonuses, incentives, transportation allowance, special allowance, and the provision of dormitory and vehicle received by the directors who concurrently serve as employees (including President, Senior Vice President, and other managerial officers and employees) in the recent year. Note 6�It refers to the employee compensation (including stock and cash) received by the directors who concurrently serve as employees (including concurrent President, Senior Vice President, and other managerial officers andemployees) in the recent year. Note 7�The Company opts to disclose aggregate remuneration information, with the names indicated for each remuneration range, because it is not any of the Article 10 of “Regulations Governing Information to be Published in Annual Reports of Public Companies” applies to the Company. |
||||||
| The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit (%)(Note 4) |
All companies in the consolidated financial statements |
0.47 | 0.47 | 0.56 | 0.54 | 0.49 | |||
| The Company |
0.47 | 0.47 | 0.56 | 0.54 | 0.49 | ||||
| Remuneration from other jobs | Employee remuneration (G) (Note 6) |
All companies in the consolidated financial statements |
Stock | - | - | - | - | - | |
| Cash | - | - | - | - | - | ||||
| The Company | Stock | - | - | - | - | - | |||
| Cash | - | - | - | - | - | ||||
Retirement pension (F) |
All companies in the consolidate d financial statements |
- | - | - | - | - | |||
| The Company |
- | - | - | - | - | ||||
| Remuneration, bonus and special fees (E) (Note 5) |
All companies in the consolidate d financial statements |
- | - | - | - | - | |||
The Company |
- | - | - | - | - | ||||
| The sum of | A, B, C and D as a percentage of after-tax net profit (%)(Note 4) |
All companies in the consolidated financial statements |
0.47 | 0.47 | 0.56 | 0.54 | 0.49 | ||
| The Company |
0.47 | 0.47 | 0.56 | 0.54 | 0.49 | ||||
| Director remuneration | Business execution expenses (D) (Note 3) |
All companies in the consolidated financial statements |
690 | 690 | 905 | 855 | 735 | ||
The Company |
690 | 690 | 905 | 855 | 735 | ||||
| Director remuneration (C) (Note2) |
All companies in the consolidated financial statements |
507 | 507 | 507 | 507 | 507 | |||
| The Company |
507 | 507 | 507 | 507 | 507 | ||||
| Retirement pension (B) |
All companies in the consolidated financial statements |
- | - | - | - | - | |||
| The Company |
- | - | - | - | - | ||||
| Remuneration (A) (Note1) |
All companies in the consolidated financial statements |
- | - | - | - | - | |||
| The Company |
- | - | - | - | - | ||||
| Name | Bai Jia Yuan Investment Co., Ltd. Representative� Wu, Yi-Ching |
Bai Jia Yuan Investment Co., Ltd. Representative� Wu, Mei-Huei |
Chien, Chin-Chen |
Fang, Chen-Ming |
Lee, Chin-Chang |
||||
| Title | Director | Director | Independent Director |
Independent Director |
Independent Director |
- 34 -
CHUN YU WORKS & CO., LTD.
| Range of Remuneration | Director name |
Total amount of the first seven remunerations (A+B+C+D+E+F+G) |
Companies in the consolidated financial statements |
Taiwan Steel Group United Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd. Representative:Yan, Cing-Li、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Yi-Ching、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Mei-Huei、Chien, Chin-Chen 、Fang, Chen-Ming、Lee, Chin-Chang |
Lee, Shih-Ho | Bai Jia Yuan Investment Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd Representative:Lin, Huei-Jeng |
Bai Jia Yuan Investment Co., Ltd. Representative:Chen, Chi-Tai |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Taiwan Steel Group United Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd. Representative:Yan, Cing-Li、Lee, Shih-Ho 、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Yi-Ching、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Mei-Huei 、Chien, Chin-Chen、Fang, Chen-Ming、Lee, Chin-Chang |
Bai Jia Yuan Investment Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd Representative:Lin, Huei-Jeng |
Bai Jia Yuan Investment Co., Ltd. Representative:Chen, Chi-Tai |
|||||||
| Total amount of the first four remunerations (A+B+C+D) |
Companies in the consolidated financial statements |
Taiwan Steel Group United Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd. Representative:Yan, Cing-Li、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Yi-Ching、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Mei-Huei、Chien, Chin-Chen 、Fang, Chen-Ming、Lee, Chin-Chang |
Bai Jia Yuan Investment Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd Representative:Lin, Huei-Jeng、Lee, Shih-Ho |
Bai Jia Yuan Investment Co., Ltd. Representative:Chen, Chi-Tai、 |
||||||
| The Company | Bai Jia Yuan Investment Co., Ltd. Representative:Wong, Chung-Chun、 Taiwan Steel Group United Co., Ltd Representative:Lin, Huei-Jeng、 Taiwan Steel Group United Co., Ltd. Representative:Wong, Chung-Chun、Taiwan Steel Group United Co., Ltd. Representative:Yan, Cing-Li、 Lee, Shih-Ho、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Yi-Ching、Bai Jia Yuan Investment Co., Ltd. Representative: Wu, Mei-Huei、Chien, Chin-Chen 、Fang, Chen-Ming、Lee, Chin-Chang |
Bai Jia Yuan Investment Co., Ltd. Representative:Chen, Chi-Tai |
||||||||
| Range of Remuneration | Lower than 1,000,000 | 1,000,000 (inclusive) ~ 2,000,000 (exclusive) | 2,000,000 (inclusive) ~ 3,500,000 (exclusive) | 3,500,000 (inclusive) ~ 5,000,000 (exclusive) | 5,000,000 (inclusive) ~ 10,000,000 (exclusive) | 10,000,000 (inclusive) ~ 15,000,000 (exclusive) | 15,000,000 (inclusive) ~ 30,000,000 (exclusive) |
- 35 -
CHUN YU WORKS & CO., LTD.
| 30,000,000 (inclusive) ~ 50,000,000 (exclusive) 50,000,000 (inclusive) ~100,000,000 (exclusive) 100,000,000 or more Total 11 11 11 11 Note 1�The contents of the remuneration disclosed in this table are different from those in the Income Tax Law. Therefore, this statement is for the purpose of dis- closure but not for taxation. (II)Remunerations of the management team� Year 2023 / Unit�NTD thousands�% |
Remuneration from re-invested businesses other than subsidiaries or parent company |
Remuneration from re-invested businesses other than subsidiaries or parent company |
Remuneration from re-invested businesses other than subsidiaries or parent company |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
|---|---|---|---|---|---|---|---|---|---|---|
| The sum of A, B, C and D as a percentage of after-tax net profit (%) |
Companies in the consolidated financial statements |
3.17 | 1.74 | 0.33 | 1.06 | 0.30 | 0.21 | 0.78 | ||
The Company |
2.31 | 1.15 | 0.33 | 1.06 | 0.30 | 0.21 | 0.78 | |||
Employee remuneration (D) |
Companies in the consolidated financial statements |
Stock | - | - | - | - | - | - | - | |
| Cash | 169 | 169 | 169 | 140 | - | - | 131 | |||
The Company |
Stock | - | - | - | - | - | - | - | ||
| Cash | 169 | 169 | 169 | 140 | - | - | 131 | |||
| Bonus and special fees (C) |
Companies in the consolidated |
financial statements |
1,520 | 698 | - | 450 | - | - | 367 | |
| The Company |
1,140 | 547 | - | 450 | - | - | 367 | |||
| Retirement pension (B) |
Companies in the consolidated financial statements |
- | - | - | - | - | - | - | ||
The Company |
- | - | - | - | - | - | - | |||
| Salary (A) | Companies in the consolidated financial statements |
6,360 | 3,535 | 660 | 2,100 | 750 | 540 | 1,468 | ||
| The Company |
4,560 | 2,188 | 660 | 2,100 | 750 | 540 | 1,468 | |||
| Name | Chen, Chi-Tai | Wong, Chung-Chun |
Chang, Hsing-Ya |
Yan, Jia-De | He,Mao-Ji | Li, Ming-Jheng | You, Bei-Di | |||
| Title | CEO of domestic subsidiary business group |
CEO of overseas subsidiary business group |
General Manager | Vice President | Vice President | Vice President | Vice President |
- 36 -
CHUN YU WORKS & CO., LTD.
| Range of Remuneration | Name of Presidentand Vice Presidents |
Compensation Paid to Directors from Parent Company and Invested Companies |
Chang, Hsing-Ya、He,Mao-Ji、Li, Ming-Jheng | You, Bei-Di | Yan, Jia-De | Wong, Chung-Chun | Chen, Chi-Tai | 7 | Note 1:The contents of the remuneration disclosed in this table are different from those in the Income Tax Law. Therefore, this statement is for the purpose of dis- closure but not for taxation. |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The company | Chang, Hsing-Ya、He,Mao-Ji、Li, Ming-Jheng | You, Bei-Di | Wong, Chung-Chun、Yan, Jia-De | Chen, Chi-Tai | 7 | |||||||||
| Range of Remuneration | Lower than 1,000,000 | 1,000,000 (inclusive) ~ 2,000,000 (exclusive) | 2,000,000 (inclusive) ~ 3,500,000 (exclusive) | 3,500,000 (inclusive) ~ 5,000,000 (exclusive) | 5,000,000 (inclusive) ~ 10,000,000 (exclusive) | 10,000,000 (inclusive) ~ 15,000,000 (exclusive) | 15,000,000 (inclusive) ~ 30,000,000 (exclusive) | 30,000,000 (inclusive) ~ 50,000,000 (exclusive) | 50,000,000 (inclusive) ~100,000,000 (exclusive) | 100,000,000 or more | Total |
- 37 -
CHUN YU WORKS & CO., LTD.
(III)Employee Compensation of Managers(disclose aggregate remuneration information) :
| Year 2023 / Unit:NTD thousands | Year 2023 / Unit:NTD thousands | Year 2023 / Unit:NTD thousands | ||||
|---|---|---|---|---|---|---|
| Managers | Title | Name | Employee Compensation -in Stock |
Employee Compensation -in Cash |
Total | Ratio of Total Amount to Net Income (%) |
| CEO of domestic subsidiary business group |
Chen, Chi-Tai | - | 2,180 | 2,180 | 0.41 | |
| CEO of overseas subsidiary business group |
Wong, Chung-Chun | |||||
| CEO | Lin, Huei-Jeng (Removed on 2022.06.30) |
|||||
| General Manager and Corporate Governance Officer |
Chou, Bo-Wei (Removed on 2023.10.01) |
|||||
| Vice President | Yan, Jia-De | |||||
| Vice President | You ,Bei-Di | |||||
| Financial and Accounting Officer |
Su, Hsien-Ming |
-
Note 1 : It refers to the employee remuneration (including stock and cash) received by the managerial officers that is distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of Board of Directors. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the parent company only financial reports or individual financial reports of the recent year.
-
Note 2 : The scope of application for managers is defined in accordance with the Tai-Tsai-Cheng-San No. 0920001301 Letter dated 2003.3.27 by the Securities and Future Commission as follows : (1) President and the equals.
-
(2) Vice President and the equals.
-
(3) Assistant managers and the equals.
-
(4) Head of Department of Finance.
-
(5) Head of Accounting Department.
-
(6) Other people handling corporate affairs and signature rights.
-
38 -
CHUN YU WORKS & CO., LTD.
-
(IV) Comparison of Remuneration for Directors, President and Vice - Presidents in the Two Most Recent Fiscal Years and Remuneration Policy for Directors, President and Vice Presidents
-
i. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, president and vice presidents of the Company, to the net income :
Unit : NTD thousands
| Unit:NTD thousands | Unit:NTD thousands | |||
|---|---|---|---|---|
| Year | Total amount of remuneration to the Directors, General Manager, and DeputyGeneral Manager |
The total amount in proportion to the net income (%) |
||
| The Company | Companies in the consolidated financial report |
The Company | Companies in the consolidated financial report |
|
| 2022 | 47,465 | 58,246 | 8.83 % | 10.84 % |
| 2023 | 38,555 | 49,932 | 15.20% | 13.84% |
-
ii. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance
- The policy and standard of remuneration of the Company :
-
(1) Directors : Remuneration will be determined in accordance with the Articles of Incorporation and be commensurate with the overall operation performance, evaluation of per-
-
sonal performance, and personal contribution with reference to the industry standard. The proposal will be discussed and resolved by the Compensation Committee and presented to the Shareholders’ Meeting for final approval. The monthly traveling allowance and the subsidy for attending meetings of the Board and functional committees were disbursed on a regular basis, which is not associated with corporate performance.
- (2) General Manager and Deputy General Manager : - The remuneration to the General Manager and Vice General Managers of the Company will be commensurate with the function performed, scope of authority and responsibility, personal contribution and professional knowledge, and the contribution to the Company with reference to industry standard.-
(II)The procedure for setting the remuneration :
- Pursuant to Article 39 of the Articles of Incorporation,
-
-
39 -
CHUN YU WORKS & CO., LTD.
If the Company makes a profit in a year, the Company shall allocate no less than 2% of the profit for the year as employee's remuneration, and may set aside no more than 2% as directors' remuneration. However, if the Company still has accumulated losses, it should first reserve an amount to offset losses.
- (III)The association between the operation performance and risk inthe future :
The remuneration to the Directors and Managers of the Company will be determined with reference to the industry standard. The state of operation and the operation risk in the future will also be taken into account. The aforementioned reasons will be highly associated with the responsibilities, contribution and work performance of the individuals in the operation. The Com -pensation Committee will give regular assessment or review in this matter.
- 40 -
CHUN YU WORKS & CO., LTD.
(IV)Implementation of Corporate Governance
(I) Operation of the Board of Directors
Five board meetings were held in 2023, the attendance of Directors is as follows :
ors is as follows: |
|||||
|---|---|---|---|---|---|
| Title | Name | Actual No. of meetings attended (B) |
No. of meetings with entrusted attendance |
Actual attendance rate (%) 【B/A】 |
Remarks |
| Chairman | Representative Of Bai Jia Yuan Investment Co., Ltd.: Chen, Chi-Tai |
5 | 0 | 100% | Nil |
| Vice Chairman |
Representative Of Bai Jia Yuan Investment Co., Ltd.: Wong, Chung-Chun |
5 | 0 | 100% | Nil |
| Director | Representative Of Taiwan Steel Group United Co., Ltd.: Lin, Huei-Jeng |
5 | 0 | 100% | Nil |
| Director | Representative Of Taiwan Steel Group United Co., Ltd.: Wang, Chiung Fen |
5 | 0 | 100% | Nil |
| Director | Representative Of Taiwan Steel Group United Co., Ltd.: Yan, Cing-Li |
5 | 0 | 100% | Nil |
| Director | Lee, Shih-Ho | 5 | 0 | 100% | Nil |
| Director | Representative Of Bai Jia Yuan Investment Co., Ltd.:Wu, Yi-Ching |
5 | 0 | 100% | Nil |
| Director | Representative Of Bai Jia Yuan Investment Co., Ltd.:Wu, Mei-Huei |
5 | 0 | 100% | Nil |
| Independent Director |
Chien, Chin-Chen | 5 | 0 | 100% | Nil |
| Independent Director |
Fang, Chen-Ming | 5 | 0 | 100% | Nil |
| Independent Director |
Lee, Chin-Chang | 5 | 0 | 100% | Nil |
| Other matters to be recorded: I. If any of the following circumstances occurs in the operation of the board meeting, please indicate the date of the board meeting, the session number, the contents of the motion, the opinions of all independ- ent directors and the Company’s handling of the opinions of the Independent Directors: (I) Matters referred to in Article 14-3 of the Securities and Exchange Act: The Company is not applied to Article 14-3 of the Securities and Exchange Act, because it had set up audit committee. The state-ments about Article 14-5 of the Securities and Exchange Act refer to “3.4.2 Audit Committee Meet-ing Status”. (II) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writingthat require a resolution bythe Board of Directors:None. |
Other matters to be recorded :
I. If any of the following circumstances occurs in the operation of the board meeting, please indicate the date of the board meeting, the session number, the contents of the motion, the opinions of all independ- ent directors and the Company ’ s handling of the opinions of the Independent Directors :
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act: The Company is not applied to Article 14-3 of the Securities and Exchange Act, because it had set up audit committee. The state-ments about Article 14-5 of the Securities and Exchange Act refer to “3.4.2 Audit Committee Meet-ing Status”.
(II) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the Board of Directors : None.
- 41 -
CHUN YU WORKS & CO., LTD.
II. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified
| Board of Directors |
Resolution Content | Name of Director | Reasons for the avoidance of interests |
Voting Results |
|---|---|---|---|---|
| 2023.01.12 | Year-end bonus payment case in 2022. |
Chen, Chi-Tai Wong, Chung-Chun Lin, Huei-Jeng |
The above-mentioned Directors were the case in discussion. |
The directors were recused from the discussion and voting |
| 2023.03.09 | Donation | Chen, Chi-Tai 、Wang, Chiung Fen |
The content is related to related parties, and should be recused. |
The directors were recused from the discussion and voting |
| 2023.08.10 | The proposal on reward for employees in 2022. |
Chen, Chi-Tai Wong, Chung-Chun Lin, Huei-Jeng |
The above-mentioned Directors were the case in discussion. |
The directors were recused from the discussion and voting |
| 2023.08.10 | The monthly traveling allowance for the functional committee members and the subsidy for attending committee meeting |
Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang |
This motion involves the traveling expenses and subsidy for attending meeting of the aforementioned Directors. |
The directors were recused from the discussion and voting |
- III. TWSE-listed or TPEx-listed companies shall disclose information on the frequency and duration of Self (peer)- Evaluation, the scope, means and content of evaluation, and fill in the Form (below) on the pursuit of Self-Evaluation :
| Evaluation cycle |
Evaluation period |
Evaluation scope |
Evaluation method |
Evaluation content |
|---|---|---|---|---|
| Once annually |
2023.01.01 to 2023.12.31 |
Board of Directors |
Director self-assessment |
i. Participation level in the Company's operations. ii. Improvement of the quality of the board of directors’ decision making. iii. Composition and structure of the Board of Directors. iv. Election of the directors and their continuing professional education. v.Internal control. |
| Once annually |
2023.01.01 to 2023.12.31 |
Directors | Director self-assessment |
i. Alignment of the goals and missions of the Company. ii. Awareness of the duties of a director iii. Participation in the operation of the Company. iv. Management of internal relationship and communication. v. The director's professionalism and continuing education. vi. Internal control. |
| Once annually |
2023.01.01 to 2023.12.31 |
Functional Committee: Audit Committee, Remuneration Committee, Sustainable Development Committee |
Director self-assessment |
i. Participation in the operation of the Company. ii. Awareness of the duties of the functional committee. iii. Improvement of quality of decisions made by the functional committee. iv. Makeup of the functional committee and election of its members. v. Internal control. |
- 42 -
CHUN YU WORKS & CO., LTD.
- IV. TWSE-listed or TPEx-listed companies shall disclose information on the frequency and duration of Self (peer)- Evaluation, the scope, means and content of evaluation, and fill in the Form (below) on the pursuit of Self-Evaluation :
| Evaluation cycle |
Evaluation period |
Evaluation scope |
Evaluation method |
Evaluation content |
|---|---|---|---|---|
| Once annually | 2023.01.01 to 2023.12.31 |
Board of Directors |
Director self-assessment |
vi. Participation level in the Company's operations. vii. Improvement of the quality of the board of directors’ decision making. viii. Composition and structure of the Board of Directors. ix. Election of the directors and their continuing professional education. x. Internal control. |
| Once annually | 2023.01.01 to 2023.12.31 |
Directors | Director self-assessment |
vii. Alignment of the goals and missions of the Company. viii. Awareness of the duties of a director ix. Participation in the operation of the Company. x. Management of internal relationship and communication. xi. The director's professionalism and continuing education. xi. Internal control. |
| Once annually | 2023.01.01 to 2023.12.31 |
Functional Committee: Audit Committee, Remuneration Committee, Sustainable Development Committee |
Director self-assessment |
vi. Participation in the operation of the Company. vii. Awareness of the duties of the functional committee. viii. Improvement of quality of decisions made by the functional committee. ix. Makeup of the functional committee and election of its members. x. Internal control. |
IV. The goals for strengthening the board's functions in the current and the previous year and assessment of the implementation :
-
(I) The operations of the Board of Directors of the Company are exercised in accordance with the provisions of the laws and regulations, the Articles of Association, and the resolutions of the Shareholders’ Meetings. All Directors, in addition to the professional knowledge and skills necessary to perform their duties, should strive for the best shareholder interests based on the principles of loyalty and integrity for which the pursuit of corporate social responsibility and sustainable development.
-
(II) The Company has elected 3 Independent Directors. In order to establish a good board governance system, sound supervision function and strengthen management functions, the Board of Directors agreed to establish Remuneration Committees. In order to implement corporate governance, Remuneration Committee held the meeting to report the standard of year-end bonus of manager, and evaluate the Chairman, Directors, and manager salary, and remuneration policy and rules. Respectively, and submit the suggestions to Board of Director for discussing.
-
(III) In accordance with the provisions of the security’s regulatory authority, the Board of Directors approved to set up an Audit Committee in order to replace the Supervisors. Audit Committee will hold the regular meeting annually, respectively, and resolutions were submitted to the ~~44~~
-
43 -
CHUN YU WORKS & CO., LTD.
Board of Directors to implement corporate governance.
-
(IV) The Sustainable Development Committee is established for vitalizing the mechanism of corporate governance and the advocacy of corporate social responsibility and materialization of the idea of corporate sustainability in full effort. The committee convenes regularly in the year and report to the Board.
-
(V) In addition to conducting the annual assessment of the board to strengthen its functions, the internal auditors also monitor the performance of the board, and make an audit report which will present to the Board at regular intervals for review.
-
(VI) The Company persists with the principle of operation transparency, and thereby vital information will be released to the MOPS website after each session of the Board for the protection of the rights and privileges of the shareholders.
(II) Operation of the Audit Committee :
The Audit Committee of the Company is constituted by four independent directors according to Article 14-4 of Securities and Exchange Act. Also, operated under the “Audit Committee Organization Code” Of the Company whereby one Independent Director will be nominated among the members of the committee as the convenor. The Company’s Audit Committee is composed of three people whose term of office is from 2022.06.22 to 2025.06.21.
-
i. Duty and annual highlight of Audit Committee in 2023 :
-
Deliberate/Review on financial statements.
-
Adoption or amendment of an internal control system.
-
Assessment of the effectiveness of the internal control system.
-
Adoption or amendment of handling procedures for financial or operational actions of material significance, such as procedures for acquisition or Disposal of assets,articles of Incorporation.
-
Examination on matters involving the private interest of the Director.
-
Examination on matters involving monetary loan, endorsement, or provision of guarantee.
-
Examination on matters involving the hiring or dismissal of an attesting CPA, or the compensation given thereto.
-
44 -
CHUN YU WORKS & CO., LTD.
ii. In 2023 the Audit Committee held five meetings (A), and the member qualifications and attendance are as follows :
| Title | Name | Name | Actual no. of meetings attended (B) |
No. of meetings with entrusted attendance |
Actual attendance rate (%) 【B/A】 |
Actual attendance rate (%) 【B/A】 |
Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|---|
| Independent Directors |
Chien, Chin-Chen |
5 | 0 | 100% | Convener | ||||
| Independent Directors |
Fang, Chen-Ming |
5 | 0 | 100% | |||||
| Independent Directors |
Lee, Chin-Chang |
5 | 0 | 100% | |||||
| Other items required for reporting: I. If any of the following applies to the operations of the Audit Committee, specify the date, the session of the committee meeting, the content of the motion, the adverse opinion, qualified opinion of the Independent Directors, or the content of important recommendation, the resolution of the Audit Committee and the response of the Company to the opinion of the Audit Committee: (I) Items stated in Article 14-5 of the Securities and Exchange Act:More details are as follows. (II) Further to the aforementioned issues, other issues not passed by the Audit Committee but require the decision of at least 2/3 of the Directors for approval:None. Board meetings Proposal content and handling Article 14-5 of the Securities and Exchange Act Resolutions unapproved by the Audit Committee but approved by over two thirds of the directors 2023.03.09 The 4th meeting of the 3th term Review of the business report, individual financial statements, and consolidated financial statements of 2022. None Advance approval of the motion for certified public accountants serving as independent auditors and the non-audit service to the Company and subsidiaries in 2023. None Approval of evaluation of the effectiveness of internal control system and “Statement of Internal Control System for the Year 2022”. None Amendment of the Company’s “self-assessment of its internal control systems” None Approval of the donation None Audit Committee Resolution (2023.03.09):Approved by all Audit Committee members. |
|||||||||
| Board meetings |
Proposal content and handling | Article 14-5 of the Securities and Exchange Act |
Resolutions unapproved by the Audit Committee but approved by over two thirds of the directors |
||||||
| 2023.03.09 The 4th meeting of the 3th term |
Review of the business report, individual financial statements, and consolidated financial statements of 2022. |
| None | ||||||
| Advance approval of the motion for certified public accountants serving as independent auditors and the non-audit service to the Company and subsidiaries in 2023. |
| None | |||||||
| Approval of evaluation of the effectiveness of internal control system and “Statement of Internal Control System for the Year 2022”. |
| None | |||||||
| Amendment of the Company’s “self-assessment of its internal control systems” |
| None | |||||||
| Approval of the donation | | None | |||||||
| Audit Committee Resolution (2023.03.09):Approved by all Audit Committee members. |
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CHUN YU WORKS & CO., LTD.
| The Company’s response to the Audit Committee’s opinions: Approved by all present directors. |
The Company’s response to the Audit Committee’s opinions: Approved by all present directors. |
The Company’s response to the Audit Committee’s opinions: Approved by all present directors. |
||
|---|---|---|---|---|
| 2023.05.11 The 5th meeting of the 3th term |
Passed the Company’s 2023Q1 Consolidated Financial Statement. |
| None | |
| Audit Committee Resolution (2023.05.11):Approved by all Audit Committee members. |
||||
| The Company’s response to the Audit Committee’s opinions: Approved by all present directors. |
||||
| 2023.08.10 The 6th meeting of the 3th term |
Passed the Company’s 2023Q2 Consolidated Financial Statement. |
| None | |
| Amendment of the Company’s “ Internal audit implementation rules” |
| None | ||
| Amendments to the Company’s “Articles of Association”. |
| None | ||
| Evaluation of the independence of the certified public accountants retained by the Company as independent auditor. |
| None | ||
| Audit Committee Resolution (2023.08.10):Approved by all Audit Committee members. |
||||
| The Company’s response to the Audit Committee’s opinions: Approved by all present directors. |
||||
| 2023.11.09 The 7th meeting of the 3th term |
Passed the Company’s 2023Q3 Consolidated Financial Statement. |
| None | |
| Map out the 2024 Audit Program of the Company. |
| None | ||
| Passed the endorsements/guarantees for subsidiaries. |
| None | ||
| The motion of the regulations governing “The Procedure for the Compilation of Sustainability Report”. |
| None | ||
| Amendments to the Company’s “Procedures for Handling Material Inside Information”. |
| None | ||
| Audit Committee Resolution (2023.11.09):Approved by all Audit Committee members. |
||||
| The Company’s response to the Audit Committee’s opinions: Approved by all present directors. |
- 46 -
CHUN YU WORKS & CO., LTD.
| status and overall operating results of the Company and its subsidiaries at home and abroad, and internal audit status. They also fully communicate any influence on accounting resulted from the changes in regulations. ii. The Audit Committee appointed certified public accountants to audit the book for keeping shares registration and transaction records. The certified public accountants issued an Audit or’s Report in accordance with applicable rules and regulations. (II) Communication between Independent Directors and internal audit officer: i. The revision of the “Internal Control Systems”, “Internal Audit Implementation Rules” and “ Statement of Internal Control” of the Company shall be submitted to the Board of Directors for resolution after the approval of the Audit Committee. ii. The Auditing Office of the Company issues an internal audit report to the Independent Dir- ectors for review at regular intervals. iii. The internal audit plans for the next year prepared by the internal auditing office will be submitted to the Board of Directors for resolution before the end of fiscal year. iv. The Independent Directors and the internal audit officer shall communicate on the internal audit execution status and internal control operation status of the Company at least once a quarterly regular meeting. In addition to the audit report on the status of correction of de- fects and irregularities of internal control systems, the report shall be continued and follow up reminders to determine relevant units to take appropriate improvement measures in time. (III) Communication and status between Independent Directors, CAP and internal audit officer in 2023: Date Communication Member Content Result 2022.03.09 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Auditor’s Report on 2022 Consolidated and Separate Financial Statements. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. Statement of Internal Control for 2022. Reviewed Reviewed and passed by the Audit Committee and the Board. Amendment of the Company’s “self-assessment of its internal control systems” Reviewed and passed by the Audit Committee and the Board. 2023.05.11 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Report on the Company’s 2023Q1 Consolidated Financial Statement. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. 2023.08.10 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang Report on the Company’s 2023Q2 Consolidated Financial Statement. Understood. No other suggestions in this session. |
status and overall operating results of the Company and its subsidiaries at home and abroad, and internal audit status. They also fully communicate any influence on accounting resulted from the changes in regulations. ii. The Audit Committee appointed certified public accountants to audit the book for keeping shares registration and transaction records. The certified public accountants issued an Audit or’s Report in accordance with applicable rules and regulations. (II) Communication between Independent Directors and internal audit officer: i. The revision of the “Internal Control Systems”, “Internal Audit Implementation Rules” and “ Statement of Internal Control” of the Company shall be submitted to the Board of Directors for resolution after the approval of the Audit Committee. ii. The Auditing Office of the Company issues an internal audit report to the Independent Dir- ectors for review at regular intervals. iii. The internal audit plans for the next year prepared by the internal auditing office will be submitted to the Board of Directors for resolution before the end of fiscal year. iv. The Independent Directors and the internal audit officer shall communicate on the internal audit execution status and internal control operation status of the Company at least once a quarterly regular meeting. In addition to the audit report on the status of correction of de- fects and irregularities of internal control systems, the report shall be continued and follow up reminders to determine relevant units to take appropriate improvement measures in time. (III) Communication and status between Independent Directors, CAP and internal audit officer in 2023: Date Communication Member Content Result 2022.03.09 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Auditor’s Report on 2022 Consolidated and Separate Financial Statements. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. Statement of Internal Control for 2022. Reviewed Reviewed and passed by the Audit Committee and the Board. Amendment of the Company’s “self-assessment of its internal control systems” Reviewed and passed by the Audit Committee and the Board. 2023.05.11 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Report on the Company’s 2023Q1 Consolidated Financial Statement. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. 2023.08.10 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang Report on the Company’s 2023Q2 Consolidated Financial Statement. Understood. No other suggestions in this session. |
status and overall operating results of the Company and its subsidiaries at home and abroad, and internal audit status. They also fully communicate any influence on accounting resulted from the changes in regulations. ii. The Audit Committee appointed certified public accountants to audit the book for keeping shares registration and transaction records. The certified public accountants issued an Audit or’s Report in accordance with applicable rules and regulations. (II) Communication between Independent Directors and internal audit officer: i. The revision of the “Internal Control Systems”, “Internal Audit Implementation Rules” and “ Statement of Internal Control” of the Company shall be submitted to the Board of Directors for resolution after the approval of the Audit Committee. ii. The Auditing Office of the Company issues an internal audit report to the Independent Dir- ectors for review at regular intervals. iii. The internal audit plans for the next year prepared by the internal auditing office will be submitted to the Board of Directors for resolution before the end of fiscal year. iv. The Independent Directors and the internal audit officer shall communicate on the internal audit execution status and internal control operation status of the Company at least once a quarterly regular meeting. In addition to the audit report on the status of correction of de- fects and irregularities of internal control systems, the report shall be continued and follow up reminders to determine relevant units to take appropriate improvement measures in time. (III) Communication and status between Independent Directors, CAP and internal audit officer in 2023: Date Communication Member Content Result 2022.03.09 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Auditor’s Report on 2022 Consolidated and Separate Financial Statements. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. Statement of Internal Control for 2022. Reviewed Reviewed and passed by the Audit Committee and the Board. Amendment of the Company’s “self-assessment of its internal control systems” Reviewed and passed by the Audit Committee and the Board. 2023.05.11 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Report on the Company’s 2023Q1 Consolidated Financial Statement. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. 2023.08.10 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang Report on the Company’s 2023Q2 Consolidated Financial Statement. Understood. No other suggestions in this session. |
status and overall operating results of the Company and its subsidiaries at home and abroad, and internal audit status. They also fully communicate any influence on accounting resulted from the changes in regulations. ii. The Audit Committee appointed certified public accountants to audit the book for keeping shares registration and transaction records. The certified public accountants issued an Audit or’s Report in accordance with applicable rules and regulations. (II) Communication between Independent Directors and internal audit officer: i. The revision of the “Internal Control Systems”, “Internal Audit Implementation Rules” and “ Statement of Internal Control” of the Company shall be submitted to the Board of Directors for resolution after the approval of the Audit Committee. ii. The Auditing Office of the Company issues an internal audit report to the Independent Dir- ectors for review at regular intervals. iii. The internal audit plans for the next year prepared by the internal auditing office will be submitted to the Board of Directors for resolution before the end of fiscal year. iv. The Independent Directors and the internal audit officer shall communicate on the internal audit execution status and internal control operation status of the Company at least once a quarterly regular meeting. In addition to the audit report on the status of correction of de- fects and irregularities of internal control systems, the report shall be continued and follow up reminders to determine relevant units to take appropriate improvement measures in time. (III) Communication and status between Independent Directors, CAP and internal audit officer in 2023: Date Communication Member Content Result 2022.03.09 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Auditor’s Report on 2022 Consolidated and Separate Financial Statements. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. Statement of Internal Control for 2022. Reviewed Reviewed and passed by the Audit Committee and the Board. Amendment of the Company’s “self-assessment of its internal control systems” Reviewed and passed by the Audit Committee and the Board. 2023.05.11 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping Report on the Company’s 2023Q1 Consolidated Financial Statement. Understood. No other suggestions in this session. Report on the execution status of the Company’s internal audit plan. Understood. No other suggestions in this session. 2023.08.10 Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang Report on the Company’s 2023Q2 Consolidated Financial Statement. Understood. No other suggestions in this session. |
|
|---|---|---|---|---|
| Date | Communication Member |
Content | Result | |
| 2022.03.09 | Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping |
Auditor’s Report on 2022 Consolidated and Separate Financial Statements. |
Understood. No other suggestions in this session. |
|
| Report on the execution status of the Company’s internal audit plan. |
Understood. No other suggestions in this session. |
|||
| Statement of Internal Control for 2022. Reviewed |
Reviewed and passed by the Audit Committee and the Board. |
|||
| Amendment of the Company’s “self-assessment of its internal control systems” |
Reviewed and passed by the Audit Committee and the Board. |
|||
| 2023.05.11 | Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Tien, Chung-Yu Fang-Ting, Yeh Auditor Officer: Jhang, Jing-Ping |
Report on the Company’s 2023Q1 Consolidated Financial Statement. |
Understood. No other suggestions in this session. |
|
| Report on the execution status of the Company’s internal audit plan. |
Understood. No other suggestions in this session. |
|||
| 2023.08.10 | Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang |
Report on the Company’s 2023Q2 Consolidated Financial Statement. |
Understood. No other suggestions in this session. |
- 47 -
CHUN YU WORKS & CO., LTD.
| CAP: Tien, Chung-Yu Huei-Yu, Hsu Auditor Officer: Jhang, Jing-Ping |
Report on the execution status of the Company’s internal audit plan. |
Understood. No other suggestions in this session. |
||
|---|---|---|---|---|
| Amendment of the Company’s “sInternal audit implementation rules.” |
Reviewed and passed by the Audit Committee and the Board. |
|||
| 2023.11.09 | Independent Directors: Chien, Chin-Chen Fang, Chen-Ming Lee, Chin-Chang CAP: Lin, Tzu-Yu Tien, Chung-Yu Auditor Officer: Jhang, Jing-Ping |
Report on the Company’s 2023Q3 Consolidated Financial Statement. |
Understood. No other suggestions in this session. |
|
| Report on the execution status of the Company’s internal audit plan. |
Understood. No other suggestions in this session. |
|||
| To formulate the Company’s internal audit plan in 2024. |
Understood. No other suggestions in this session. |
|||
- 48 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companie. |
Consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx. And the Company will reinforce the corporate governance of the Company incrementally. |
|---|---|---|---|
| Implementation Status | Abstract Illustration | The Company passed the resolution of the Board of Directors on 2018.11.07 and set Principles of Corporate Governance, which was disclosed on the information reporting website designated by the securities authority and the Company’s website. |
i. The Company has established the parliamentary procedure for the Shareholders Meeting, and has established the system of spokesman and acting spokesman with the appointment of designated persons to handle investor relation, suggestions, queries, disputes, or litigations from the shareholders. A special section on investor relation has also been set up at the official website of the Company. Investors may liaise with the Company through this section or via E-mail. ii. The Company has commissioned an investor service agent to update the shareholders roster and the list of dominant shareholders at regular intervals of time for the proper control of the dominant shareholders of the Company and the ultimate controlling parties of these dominant shareholders. |
| No | |||
| Yes | | | |
| Evaluation Item | I. Does the Company follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, and has the Company established and disclosed its own Corporate Governance Best Practice Principles? |
II. The Company's shareholding structure and share- holders' equity i. Has the Company set up internal operating proce- dures to handle shareholder proposals, doubts, disputes and litigation matters and followed the procedures? ii. Does the Company have a list of its major share- holders and the ultimate controllers of the major shareholders? iii. Has the Company established and implemented risk management and firewall mechanisms with its affiliates? iv. Has the Company set up an internal standard to prohibit the insiders’ use of private information to trade securities? |
- 49 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
In compliance with the Corporate Governance Best Practice Principles for |
|
|---|---|---|---|
| Implementation Status | Abstract Illustration | iii. The Company and its affiliates run the financial and business operation independent of one another with the institution of “Regulations Governing the Super- vision of Subsidiaries”, “Regulations Governing Financial and Business Matters Between this Corporation and its Affilliated Enterprises.”, “Inter- nal Control System”, and “Internal Audit System” for the establishment of risk control among the affili- ates and the firewall mechanisms. iv. The Company has institute ” Procedures for Hand-ling Material Inside Information and Procedures for the Prevention of Insider Trading”, “The Adoption of Codes of Ethical Conduct”, “Ethical Corporate Management”, and the use of undisclosed infor- mation for trading securities is not permitted. |
i. The Company pursues the policy of the diversity of membership of the Board properly, and sets the policy of the diversity of Board members under the “Corporate Governance Best-Practice Principles”. It is preferable that the members of the Board shall include |
| No | |||
| Yes | | | |
| Evaluation Item | III. The composition and duties of the Board of Directors i.Has the Board mapped out its policy of diversity, substantive management objectives and properly pursued the policy and objective? |
- 50 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
TWSE/TPEx Listed Companie. |
|---|---|---|
| Implementation Status | Abstract Illustration | without limitation to the following 2 standards in running the operation: 1. Basic conditions and values: gender, age, nationality, race and culture, etc. 2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc. ii. The company established Sustainable Development Committee through the resolution of the Board on 2022.11.10. The Committee is mainly comprised of three independent directors who responsible for promoting and supervising the company's sustainable management policy. iii. The Company has instituted the "Rules for Perform- ance Evaluation of Board of Directors" through the resolution of the Board on 2020.01.15. Performance evaluation was accomplished by the end of March in each year and submit the evaluation results to the board of directors。 iv. The Audit Committee of the Company evaluates the independence and competence of the independent |
| No | ||
| Yes | ||
| Evaluation Item | ii. Has the Company set up other types of functional committees voluntarily in addition to the Remun- eration Committee and the Audit Committee according to law? iii.Has the Company set up a performance appraisal method and an assessment method for the Board of Directors, conducted performance appraisal on a regular basis every year, submit the results of performance assessments to the Board of Direct- ors and use them as reference in determining compensation for individual directors, their nomination and additional office term? iv.Does the Company regularly evaluate the in-dependence of its certifying accountants? |
- 51 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companie. |
|
|---|---|---|---|
| Implementation Status | Abstract Illustration | auditors regularly every year, and report the evaluation result to the Board. The last evaluation has been passed by the Audit Committee on 2024.03.07, and reported to the Board for finalization on 2024.03.07. We requested the independent auditors to provide the audit quality indicators (AQIs), and proceeded to evaluation in accordance with the standard set forth in Table 1. We have confirmed that there is no other financial interest and business relation between these independent auditors and the Company other than the payment for the financial auditing and tax auditing services and related certification. We also introduced digital audit tools lately to improve audit quality. The Independent Auditor Evaluation Sheet.【Form I】. |
i. The Board of the Company resolved on 2023.11.09 to appoint theFinance Supervisor as the Corporate Governance Officer who have to execute and supervise corporate governance business of the Company and for mulate relevant operating guidelines. ii. Major function of the corporate governance officer: 1. Assist directors in complying with the law and regulations. |
| No | |||
| Yes | | ||
| Evaluation Item | IV. Has the TWSE/TPEx listed company have ana dequ -ate number of corporate governance personnel with appropriate qualifications, and appoint a chief corp- orate governance officer, responsible for corporate governance related matters (including but not limit- ed to providing the directors and supervisors with required information to carry out their business, assisting directors and supervisors with legal com- |
- 52 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
|
|---|---|---|
| Implementation Status | Abstract Illustration | 2. Assist directors in coming to office and continue training. 3. Keep and compile the minutes of Board meeting and Shareholders Meeting on record. 4. Providing Directors relevant information for opera- tions. 5. Handling Board of Directors and shareholders meetings. 6. Report to the board of directors the results of its review of whether the independent directors’ qualifications comply with relevant laws and regulations at the time of nomination, election and during their term of office. 7. Handle matters related to director changes. 8. Others are performed in compliance with applicable legal rules of the government or as appointed by the Board iii. Performance of the Corporate Governance Body in 2023: 1.Handled matters related to the board of directors, shareholder meetings, and institutional investors' |
| No | ||
| Yes | ||
| Evaluation Item | pliance, handling corporate registration and change of corporate registration related matters and taking the minutes of board meetings and shareholders' meetings)? |
- 53 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companie. |
|
|---|---|---|---|
| Implementation Status | Abstract Illustration | conference. Prepare relevant materials for the meeting punctually and assist directors in comply- ing with the law and regulations. 2.Assisted directors in executing business and pro- viding related information for operations, and arranged continuing education. 3. Conduct the annual “corporate governance evalu- ation” and assist related departments to comply with applicable legal rules and regulations promu- lgated by the competent authority 4.Timely disclosure of information in materiality and related announcement under law. 5.The training records of Corporate Governance Officer refers to【FormⅡ】. |
i. The Group has been listed at TWSE and the Emerging Stock Market, and has appointed a spokesman for communication with the stakeholders. ii. The Company set up the stakeholder area on the Com -pany website to provide detailed contact infor- mation for the dedicated personnel. Hence, the Com- pany could properly respond to the issues that the stakeholders concern. |
| No | |||
| Yes | | ||
| Evaluation Item | V. Has the Company established a communication channel with interested parties (including but not limited to shareholders, employees, customers and suppliers), set up an interested party page on the Company’s website, and responded appropriately to interested parties concerning important corporate social responsibility issues? |
- 54 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companie. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companie. |
|
|---|---|---|---|---|
| Implementation Status | Abstract Illustration | The Company has commissioned the Investors Service Department of Yuanta Securities as the agent for provid- ing investor service and share registration. |
i. The Company has installed its official website with disclosure of financial and business information as well as information on corporate governance. The Company’s website is: https://www.chunyu.com.tw/TW/index.aspx ii. The Company has a spokesperson and a deputy spok- esperson. A dedicated person has been appointed in the President Office to collect and disclose Company information. iii. The company has announced and issued the annual financial statement (within three months), Q1, Q2, Q3 financial statement (within 45 days) and monthly operations (on the 10th day in each month) punc- |
|
| No | ||||
| Yes | | | ||
| Evaluation Item | VI. Does the Company appoint a professional stock agency to handle shareholders’ meeting related affairs? |
VII. Information disclosure i. Has the Company set up a website to disclose fin-ancial and corporate governance information? ii. Does the Company adopt other information dis- closure methods (such as setting up an English website, appointing a dedicated person respon- sible for the collection and disclosure of com- pany information, implementing the spokesman system, and posting the Company’s corporate briefing process on the website, etc.)? iii. Has the Company publish and report annual financial report within two months after the end |
- 55 -
CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx. And the Company will reinforce the corporate governance of the Company incrementally. |
|
|---|---|---|---|
| Implementation Status | Abstract Illustration | tually in accordance with Article 36 of the Securities and Exchange Act. The Group and its separate subsidiaries are unable to disclose and declare the financial reports within 2 months after the end of the fiscal year. |
i. Employees’ rights: 1.The Company holds Labor-Management Meetings as scheduled for proper communication and co- ordination of both sides. The Company also spares no effort in keeping labor-management harmony and assuring reasonable organizational structure of the enterprise and people first management with the setup of an employee mail box to hear the vices of the employees. In addition, the Company values the opinions and concerns for the needs of the employ- ees on the systems and policies of the Company through random sampling for survey so that the |
| No | |||
| Yes | | ||
| Evaluation Item | of a fiscal year, and publish and report financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline? |
VIII. Has the Company disclosed other information to facilitate a better understanding of its corporate governance (including but not limited to employee ’s rights, employee wellness, investor relations, supplier relations, stakeholders’ rights, Directors and Supervisors training records, implementation of risk management policies and measurement standards, implementation of customer policies and purchase of liability insurance for the Direc- tors and Supervisors of the Company)? |
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CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
|
|---|---|---|
| Implementation Status | Abstract Illustration | employees could have the channels for expression of opinions. 2.The company has established the welfare commit- tee to promote various welfare measures, thereby improving work performance and optimizing the workplace environment. ii. Employee wellness: The Company has arranged health examination for all employees to care for their psychological and phy- sical health. In addition, the Company also seeks to assure food safety and hygiene for the employees through the scrutiny of the food suppliers in their supply of food to the employees. Furthermore, the Company also conducts a survey questionnaire for the concern of the employees to keep positive com- munication. Also, the counseling personnel could also provide both advice and care when employees face difficulties with work or life iii. Investor relations: The Company has established the Share Registrar function and the spokesman system. The Company will continue to enhance information transparency |
| No | ||
| Yes | ||
| Evaluation Item |
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CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
|
|---|---|---|
| Implementation Status | Abstract Illustration | further to the routine disclosure of vital information on the operation. In addition, the Company also established the feedback mechanisms for the invest- ors to express opinions and give comments. iv. Supplier relations: The very purpose of the Company in outsourcing for purchase is the creation of a fair competition environ -ment for trading, and cultivates positive partnership relation with vendors on the basis of supplier evalu- ation. v. Social relation: The Company complies with applicable legal rules of the government and the rules and regulations govern -ing ethical corporate management, and also values the topics on environmental protection in the direct- ion of economic development, advocacy of green industry and regenerated energy. In addition, the Company also pays close attention to social issues, to implement ESG. vi. The implementation of continuing education for Dir- ectors:For additional information, visit the MOPS website. |
| No | ||
| Yes | ||
| Evaluation Item |
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CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
|
|---|---|---|
| Implementation Status | Abstract Illustration | vii. Risk management policy and implementation: The Company designs its audit plan in accordance with applicable legal rules and the internal control regulations to monitor, control, and follow up with matters of related risks. viii. Implementation of Customer Policy: The Company seeks to provide customers with pro- ducts of high p/p ratio and good quality. Through the customer service hotline, onsite visit, and post- sale service, the Company seeks to understand the needs of the customers in order to upgrade customized services and meet the expectations of the customers. ix. The company purchases directors' and officers' liabi- lity insurance: The Company has taken liability insurance for the protection of the Directors and Supervisors since 2016.12.01, and arranges for policy renewal at the end of each year. |
| No | ||
| Yes | ||
| Evaluation Item |
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CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
(IX)Please state the improvements made to the items in the corporate governance evaluation results issued by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd., and indicate the enhancement and improvement measures for the items not yet improved: The Company participated in the 9th Corporate Governance Evaluation in 2023.The following is a description on improvements the Com- pany has undertaken, and the prior reinforcement of matters and measures: |
|||||
|---|---|---|---|---|---|---|---|
| Improvement Status | The Company will include the report on remuneration to the Directors in 2023 in the 2024 Shareholders Meeting in regular session. |
The Board of the Company has resolved to institute the “Regulations Governing Financial and Business Transactions with Related Parties” and posted at the official website of the Company. |
The Shareholders Meeting of the Company has convened in regular session on May 26 2023. |
The Company has disclosed the information on the remuneration to each Director in the 2023 Annual |
|||
| Implementation Status | Abstract Illustration | ||||||
| Evaluation Indicator | No. 1.1: Has the Company report to the Shareholders Meeting in regular session on the remuneration to the Directors, including the remuneration policy, the content and amount of remuneration to individual Directors? |
No. 1.2: Has the Company instituted documented rules governing the financial and business transactions between the Company and the related parties, and the content of which has covered purchase and sale, the procedure for the acquisition or disposal of assets, and the requirement of reporting to the Board for resolution on material transactions and presenting to the Shareholders Meeting for approval or reporting? |
No. 1.6: Will the Company call for the regular session of the Shareholders Meeting by the end of May? |
No.3.13: Will the Company voluntarily disclose the information on the remuneration to each Directors? |
|||
| No | |||||||
| Yes | |||||||
| Evaluation Item | |||||||
| Category | Items Improved |
Items Improved |
Items Improved |
Items Improved |
|||
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CHUN YU WORKS & CO., LTD.
| Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ” and Reasons |
||||
|---|---|---|---|---|---|
| Report. Refer to the 2023 Annual Report for detail. |
The Company has disclosed the information on the remuneration to the President and each Vice President in the 2023 Annual Report. Refer to the 2023 Annual Report for detail. |
The Company will conduct external evaluation in 2024. |
The Company will disclose TCFD related information in the 2024 Sustainability Report and official website of the Company. |
||
| Implementation Status | Abstract Illustration | ||||
| No. 3.21: Will the Company voluntarily disclose the remuneration to the President and each Vice President? |
No. 2.23: Has the Regulations Governing the Evaluation of Board Performance been passed by the Board with the requirement of external evaluation conducted once every 3 years explicitly stated therein? Is the information on the evaluation, and pursuit of evaluation and result of evaluation in the year of evaluation or the evaluation over the last 2 years available at the official website or the annual report of the Company? |
No. 4.18: Has the Company disclosed information on the state of governance, strategy, risk management, indicators, and goals pertinent to climate-related risk and opportunity under the Task Force on Climate-Related Financial Disclosures (TCFD) framework? |
|||
| No | |||||
| Yes | |||||
| Evaluation Item | |||||
| Items Improved |
Improvement And Measures Set as a Priority |
Improvement And Measures Set as a Priority |
|||
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CHUN YU WORKS & CO., LTD.
| Mo | ||||||||
|---|---|---|---|---|---|---|---|---|
| Yes | V | V | V | V | V | V | V | V |
| Evaluation Item | 1. CPAs are free of any direct and indirect financial interest with the Company. | 2. CPAs are not in any borrowing or guarantee arrangement with the Company and directors/supervisors of the company. |
3. CPAs remain unaffected by the risk of customer loss while performing audits. | 4. CPAs are not in a close business or potential employment relationship with the company. |
5. CPAs do not charge any contingent fee relating to the audit. | 6. CPAs or members of the audit team are not or were not within the last two years a director, supervisor or officer of this Company or involved in any duty that will substantially affect the audit. |
7. The non-audit service provided by CPAs does not contain important items with direct impact on the audit. |
8. CPAs do not promote or sell the stock issued by this Company or other |
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CHUN YU WORKS & CO., LTD.
| V | V | V | V | V | V | V | |
| securities. | 9. CPAs do not defend for this Company or represent this Company in conflict mediation with a third party. |
10.CPAs are free of any relationship with the Company’s directors, supervisors, officers, or any staff having significant influence on the audit. |
11.CPAs do not have partners who are directors, supervisors, officers, or any staff having significant influence on the audit of this Company within one year after resignation from the firm. |
12.CPAs do not undertake regular work duty at the Company or receive fixed salary from the Company. |
13.CPAs are not involved in the management of this Company’s decision-making. |
14.CPAs are reappointed at least once every 7 years as of the most recent audit. | 15.CPAs are free of penalties and occurrences that may compromise independence so far. |
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CHUN YU WORKS & CO., LTD.
| 3 | 3 | 3 | 3 | |
|---|---|---|---|---|
| Education Hours |
||||
| Name of Course | Industry 4.0 and Initiation of the Industrial Sector in Innovation and Transformation |
Controlled Foreign Corporations & Global Anti-Tax Avoidance |
Directors and Supervisors in the Monitoring of Corporate Risk Management and Crisis Management |
ESG New Economy and New Opportunity for Corporate Transformation |
| Organizer | Taiwan Corporate Governance Association |
Taiwan Investor Relations Institute |
Securities and Futures Institute |
Taiwan Corporate Governance Association |
| Date | 2023.08.10 | 2023.08.17 | 2023.08.23 | 2023.11.09 |
| Name | Chou, Bo-Wei | Yang,Chien-Yi | ||
| Title | Corporate Governance Officer |
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CHUN YU WORKS & CO., LTD.
| (IV) Component And Operation Status of Remuneration Committee i. Remuneration Committee Member Information: |
Number of other public companies in which the individual is concurrently serving as an independent director |
Nil |
1 |
Nil |
|---|---|---|---|---|
| Independence Criteria | An Independent Director of the Company. For additional information, refer to P.23 on dis- closure of the professional designation and status of independence of Independent Directors. |
An Independent Director of the Company. For additional information, refer to P.22 on dis- closure of the professional designation and status of independence of Independent Directors. |
An Independent Director of the Company. For additional information, refer to P.24 on dis- closure of the professional designation and status of independence of Independent Directors. |
|
Professional Qualification and Work Experience |
An Independent Director of the Company. For additional information, refer to P.23 on dis- closure of the professional designation and status of independence of Independent Directors. |
An Independent Director of the Company. For additional information, refer to P.22 on dis- closure of the professional designation and status of independence of Independent Directors. |
An Independent Director of the Company. For additional information, refer to P.24 on dis- closure of the professional designation and status of independence of Independent Directors. |
|
| Criteria Identity And Name |
Fang, Chen-Ming |
Chien, Chin-Chen |
Lee, Chin-Chang |
|
| Independent Director (convenor) |
Independent Director |
Independent Director |
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CHUN YU WORKS & CO., LTD.
-
ii. Remuneration Committee Operation Status :
-
The current number of members : Three people.
-
Duty of Remuneration Committee :
-
(1) Evaluate and monitor the remuneration to the Directors and Managers of the Company.
-
(2) Periodically reviewing remuneration committee charter and 。
-
making recommendations for amendments.
-
-
3.Current member’s tenure : 2022.06.30 to 2025.06.21. In 2023 the
Remuneration Committee held four meetings (A), and the mem ber qualifications and attendance are as follows :
| Title | Name | Name | Actual no. of meetings attended (B) |
No. of meetings with entrusted attendance |
No. of meetings with entrusted attendance |
Actual attendance rate (%) (B/A) (Note) |
Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|---|
| Independent Director |
Fang, Chen-Ming |
4 | 0 | 100% | Convenor. | ||||
| Independent Director |
Chien, Chin-Chen |
4 | 0 | 100% | |||||
| Independent Director |
Lee, Chin-Chang |
4 | 0 | 100% | |||||
| Other items required for reporting: I. If the Board of Directors did not adopt or amend the suggestion of the Remuneration Committee, please indicate the date and session number of the board meeting, the contents of the motion, the result of the resolution and the Company’s handling of the suggestion of the Remuneration Comm- ittee (if the remuneration passed by the board is better than the suggestion of the Remuneration Com- mittee, please state the difference and the reasons):None. II. If any member had objections or reservations about the resolution of the Remuneration Committee and there is a record or a written statement, please indicate the date and session number of the Rem- uneration Committee meeting, the contents of the motion, all the opinions of the members and how the opinions were handled:None. III. The operation Status of Remuneration Committee duringthe most recent fiscalyear: Remuneration Committee Contents Result The Company’s response to the Remuneration Committee’s opinions 2023.01.12 The 3th meeting of the 6th term Motion for the release of the year-end bonus in 2022 Passed by committee members in session in common consent and reported to the Board for final approval. Passed by the Directors in session in common consent. 2023.03.09 The 4th meeting of the 6th term Motion for the remuneration to the Directors and employees in 2022. Passed by committee members in session in common consent and reported to the Board for Passed by the Directors in session in common consent. |
|||||||||
| Remuneration Committee |
Contents | Result | The Company’s response to the Remuneration Committee’s opinions |
||||||
| 2023.01.12 The 3th meeting of the 6th term |
Motion for the release of the year-end bonus in 2022 |
Passed by committee members in session in common consent and reported to the Board for final approval. |
Passed by the Directors in session in common consent. |
||||||
| 2023.03.09 The 4th meeting of the 6th term |
Motion for the remuneration to the Directors and employees in 2022. |
Passed by committee members in session in common consent and reported to the Board for |
Passed by the Directors in session in common consent. |
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CHUN YU WORKS & CO., LTD.
| The company's personnel promotion and salary suggestions. |
final approval. | |||
|---|---|---|---|---|
| 2023.08.10 The 5th meeting of the 6th term |
Motion for the remuneration to the Directors in 2022. |
Passed by committee members in session in common consent and reported to the Board for final approval. |
Passed by the Directors in session in common consent. |
|
| Motion for the remuneration to the managers in 2022. |
||||
| Set the amount of monthly traveling allowance and subsidy for attending committee meetings for the functional committees. |
||||
| Appointment case of Vice President |
||||
| 2023.11.09 The 6h meeting of the 6th term |
The company's personnel salary suggestions. |
Passed by committee members in session in common consent and reported to the Board for final approval. |
Passed by the Directors in session in common consent. |
|
| Appointment case of subsidiary general manager |
||||
-
(V) Component And Operation Status of Sustainable Development Committee
-
1.Sustainable Development Committee Operation Status :
-
(1)The current number of members : Three people.
-
(2)Duty of Sustainable Development Committee :
-
①Advocate and reinforce the organization and system of corporate governance.
-
②Map out the sustainable development strategy and supervise the schedules of the projects.
-
③Educate and materialize the works on ethical corporate management.
-
④Establish ad hoc task force to coordinate human resources allocation among the functional departments.
-
⑤Administer and supervise matters of corporate governance and risk management.
-
⑥Carry out the assignments given under the resolution of the Board.
-
(3)Current member’s tenure : 2022.11.10 to 2025.06.21. In 2023 the Sustainable Development Committee held two meetings (A), and
-
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CHUN YU WORKS & CO., LTD.
the member qualifications and attendance are as follows :
| Title | Name | Actual no. of meetings attended (B) |
No. of meetings with entrusted attendance |
Actual attendance rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Chien, Chin-Chen |
2 | 0 | 100% | Convenor. |
| Independent Director |
Fang, Chen-Ming |
2 | 0 | 100% | |
| Independent Director |
Lee, Chin-Chang |
2 | 0 | 100% |
(4)The dates of meetings, contents of motion, resolutions of the Sustainable Development Committee during the most recent fiscal year and the Company’s response to the Sustainable Development Committee’s opinion:
| Date 2023/08/10 The 1th meeting of the 1th term 2023/11/09 The 2th meeting of the 1th term |
Content | Handling of the Opinions |
|---|---|---|
| Organizational structure and division of | ||
labor plan of Sustainable Development |
No other opinions at this meeting |
|
| Committee | ||
| Signed a letter of intent for cooperation | ||
with Kaoyuan University of Kao Yuan |
No other opinions at this meeting |
|
| University |
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CHUN YU WORKS & CO., LTD.
| (VI) The pursuit of sustainable development and Variation from the Sustainable Development Best Practice Principles of TWSE-Listed and TPEx-Listed Companies and the reason: |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
No significant difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies And, the Company will reinforce the Sustainable Development of the Company incrementally. |
|---|---|---|---|
| Status of implementation | Abstract Explanation | (I)The Board of the Company resolved on 2022.11.10 to institute the Sustainable Development Committee Organization Code and the establishment of the Sus- tainable Development Committee. This committee is staffed by Independent Directors and the General Manager and senior executives of the departments are authorized to supervise the function of the com- mittee in concerted effort in the advocacy and mon- itoring of the sustainability policy of the Company. (II)The Sustainable Development Committee of the Company convenes at least twice a year, and is res- ponsible for the study and design of the corporate governance system and policy, the action plans for corporate governance with regular reporting to the Board. (III)The Company will introduce or adjust related inter- nal rules and regulations and organizations as dict- ated by applicable legal rules and the actual situ- ation of operation. |
|
| No | |||
| Yes | | ||
| Item of implementation | I. Has the Company built up a governance framework for the advocacy of sustainable development, and established a full-time (part-time) body for the advoc- acy of sustainable development led by a senior officer with the authorization of the Board and under the supervision of the Board? |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
No significant difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies And, the Company will reinforce the Sustainable Development of the Company incrementally. |
|---|---|---|
| Status of implementation | Abstract Explanation | (I) The content disclosed in the Annual Report covers the information on corporate management, environ- mental protection, social participation and the state of implementation, and the result. Disclosure outside the organization includes the supply chain and vend- ors, client, Community, Investors and government. The Company identified the material topics of sus- tainability in accordance with the GRI Standards ( sustainability reporting standard), and the AS 1000 SES stakeholder engagement under the principles of identification, analysis, confirmation and impacts as the foundation for the design of the sustainability stra -tegy of the Company. (II) For more analysis of relevant major issues, please refer to the ESG Report of the Company. |
| No | ||
| Yes | | |
| Item of implementation | II. Has the Company conducted assessment on the risks inherent to the operation environment, social context, and issues of corporate governance under the principle of materiality, and mapped out the risk management policy or strategy? |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
No significant difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies And, the Company will reinforce the Sustainable Development of the Company incrementally. |
|---|---|---|
| Status of implementation | Abstract Explanation | (I) Environmental management: i. The Company introduced the ISO 14001:2015 environmental management system and accredited with the OHSAS 18001 system, and successfully converting to ISO 45001 in 2021. (Period of Validity:2024/04/16-2027/03/25) ii. The Company made effort in environmental pro- tection, prevention of pollution, establishment of the EHS Office on the basis of ethical corporate management and in conformity with applicable legal rules of the government in order to establish related procedures and rules for operation safety to avert occupational hazards. (II) Energy, Resource Management: i. The Company will continue to advocate and bol- ster energy saving and carbon reduction and cir- cular economy and proceed with cross-factory in- tegration for enhancing the efficiency of energy and resource use. |
| No | ||
| Yes | | |
| Item of implementation | (III) Environmental issues i.Has the Company established an appropriate environmental management system according to its industrial characteristics? ii.Has the Company made effort in upgrading ene- rgy efficiency and using regenerated materials for mitigating the impact on the environment? iii.Is the Company aware of the impact of climate change on its operations, and has it implement- ed greenhouse gas checking and developed a strategy for reduction of energy consumption and carbon emission as well as greenhouse gas reduction? iv.Has the Company kept statistical data on the greenhouse gas emission volume, water con- sumption capacity and weight of solid wastes and made policies on energy saving and carbon reduction, greenhouse gas reduction, efficient use of water or the management of solid wastes? |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
No significant difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies And, the Company will gradually implement the measures of climate change |
|---|---|---|
| Status of implementation | Abstract Explanation | ii. The Company has set up the facilities for the treat-ment of waste sulfuric acid and water pollutants and provided solutions for the industry in hand- ling solid wastes and pollutants to achieve the goal of environmental protection. (III) Greenhouse Gas Management: In responding to the issue of global climate Change the Company has established a sustainable deve-lopment committee in 2022 and set up a sustainable environmental development team to assist the Com pany in formulating relevant policies. With the use of the TCFD risk analysis framework as the stand-ard for evaluation to calculate possible financial im-pact caused by climate change, and proposed re-lated management plans. (IV) Water Consumption, Solid Waste Management: The Company compiled statistical data on the em- ission volume of greenhouse gas, water consum- ption volume, and total weight of solid waste. For additional information and the policy, refer to VII |
| No | ||
| Yes | ||
| Item of implementation |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|
|---|---|---|
| Status of implementation | Abstract Explanation | on“other important information that helps to un-derstand sustainable development in action.”, the ESG Report and the website of the Company. |
| No | ||
| Yes | ||
| Item of implementation |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
In compliance with the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companie |
|---|---|---|
| Status of implementation | Abstract Explanation | (I) In order to guarantee the human right of employees, the Company complies with relevant employment relations acts such “UN Universal Declaration of Hu- man Rights”, “The United Nations Global Compact ”, “ILO Convention”, to formulate and implement relevant management systems and procedures. (II) The Company has established the Employee Wel- fare Committee as required by law and implemented the pension fund system, and also gives reward and bonus to the employees in line with the business performance of the Company. For information on the benefit policies, visit the official website of the Company. (III) For many years, the Company based on the result of assessment of the impact on the environment and risk on safety to set up workplace in conform- ity to related legal requirements, and provide train- ing on environmental protection, occupational hea- lth and safety regularly or irregularly, and provide the health inspection. |
| No | ||
| Yes | | |
| Item of implementation | (IV)Social issues (I) Has the Company formulated relevant manage- ment policies and procedures in accordance with relevant laws and regulations and international human rights conventions? (II) Does the Company formulate and implement rea -sonable policies of staff welfare (including com -pensation, vacation and other welfares), and refl ect the operating performance or achievement in the compensation of the employees properly? (III) Does the Company provide a safe and healthy working environment for employees and regul- arly carry out safety and health education for employees? (IV) Has the Company developed an effective train -ing program for employees? (V) Regarding customer health and safety, customer privacy, marketing and labeling of product and services, has the Company complied with app- licable legal rules and international standards |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|
|---|---|---|
| Status of implementation | Abstract Explanation | (IV) Staff Training Program: i. New employee orientation: Practical training is designed with the orientation for new employees for their easy adaptation to the new working environment. Through the train- ing, they can learn about the organization and rules and regulations, remuneration and benefits system of the Company. Designated personnel were appointed to supervise the new employees and assist them to adapt to the content of the duties. ii. The Company spares no effort in collaborating with academic and professional institutions, and design related training on the basis of the corp- orate operation strategy, and corporate manage- ment objective to bolster the knowledge and skills of the employees. iii. Job Rotation: The Company seeks to upgrade the work exp- erience and skills of the employees through |
| No | ||
| Yes | | |
| Item of implementation | (VI) Did the Company formulate supplier manage- ment policies and require suppliers to follow relevant standards on environmental protection, occupational safety and health, or labor rights, as well as specify the implementation process? |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|
|---|---|---|
| Status of implementation | Abstract Explanation | cross-function, cross-specialization and over- seas rotation in order to strengthen their compe- titive power, which in turn helps to fortify the overall operation of the Company. (V) The Policy Of Client Management: i. Since most of the products produced by the Com- pany are not directly sold to general consumers, marketing products and services comply with re- levant laws and international standards. To protect customer privacy, the Company has established the “Personal Data Management Procedures” to strictly limit the use and control on any queries into personal data. In order to understand the valu- able opinions of customers, the Company has clear -ly defined the customer complaints pipeline as well as return and compensation application proce -dures etc., which provide a wide array of chan- nels for communication, appoint designated per- sonnel to aggregate and respond to the issues app- oint designated personnel to aggregate and res- |
| No | ||
| Yes | | |
| Item of implementation |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
|
|---|---|---|
| Status of implementation | Abstract Explanation | pond to the issues. ii. The Company holds special topic meetings at re- gular intervals to review the opinions and prob- lems of the customers and map out corrective action plans. (VI) The Policy Of Supplier Management: i. The Company has made policies for the manage- ment of suppliers for ensuring that cooperative suppliers (vendors) can continuously improve operating procedures and comply with the prin- ciples of fair trade to reduce operational risks. ii. For the preservation of public interest, the Com- pany explicitly stated in the agreements with the suppliers of its right to terminate the agree- ments at any time and claim for the damage in case of cheating of the suppliers. |
| No | ||
| Yes | | |
| Item of implementation |
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CHUN YU WORKS & CO., LTD.
| Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
Variation from the Sustainable Development Best Practice Principles of TWSE Listed and TPEx Listed Companies, and the reason |
No significant difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies. The Company will pursue third-party accreditation. |
|---|---|---|
| Status of implementation | Abstract Explanation | The Company compiles its Sustainability Report in accordance with the GRI standards and the directions and framework under the standard. Also, exposes the Company’s main sustainability issues, strategies, goals, objectives, and measures. |
| No | ||
| Yes | | |
| Item of implementation | V. Did the Company follow internationally recognized guidelines in preparing and publishing reports; i.e., Sustainability Report to disclose non-financial in- formation about the Company?Did the Company hire a third-party verification or assurance provider for such reports? |
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| VI. Where the Company has established its own Best Practices on sustainable development according to the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any differences between the prescribed best practices and actual implementations taken by the Company:The company has formulated the "Organizational Regulations of the Sustainable Development Committee" to set up a sustainable development committee to assist the overall operation of the Company. Although the Company’s practice has been slightly revised, the established code and the “the Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies” comply with the same spirit. For the operation of the Company’s sustainable development, please refer to the ESG Report and the website. |
VII. Other important and helpful information in understanding sustainable development operation: (I) Environmental Safety and Health Policy: i. Conduct routine inspection on greenhouse gas emission and advocate the prevention of pollution. ii. Create a supply chain of circular economy. iii. Review control of source to achieve pollution prevention regularly, etc. iv. Implement hazard identification and risk assessment to ensure workplace safety and a healthy working environment, and prevent occupational accidents. v. In order to enhance employees' awareness of industrial safety and health and implement the concept of environmental protection, the Company will hold education and training. The performance in education and training of industrial safety and health aware- ness in 2023: |
||||
|---|---|---|---|---|---|
| 14 | 12 | 16 | |||
| Number of Trainees |
|||||
| Training Hours | 2 | 1 | 2 | ||
| 1 | 2 | 2 | |||
| Actual number of courses |
|||||
| Training Category | Prevention of Occupational Hazards and Diseases |
Implementation of the Base Year for GHG inspection and advocacy of waste reduction and pursuit of anti-pollution |
Strengthening of the In-House Self-Defense Fire Fighting Capacity of the factory |
||
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| Strengthening of the ability of personnel in the legal aspect of environmental protection 2 2 4 Enhancement of the awareness of the employees in environmental protection 1 2 4 Assuring occupational safety and health at workplace, and prevention of occupational hazards and diseases. 5 3 635 Pursuit of environmental protection and establishment of pollution risk indicators 1 2 34 Advocacy of the energy efficiency 1 1 4 vi. Execute management system of industrial safety and health, and establish complete operating procedures. vii. When developing products and investing in business, the Company will give priority to the safety of working environment and eco- logical impact. (II) Environmental Conservation: i. Chun Yu is the only firm among its industry peers which has established an acidic wastes recycling plant for the sustainable use of resources. The following shows the performance of the total weights of wastes and the recycling for treatment of acidic wastes over the last 2 years: 1. Waste Disposal: Unit:mt |
Year Waste Acid Sludge Total Weight of Waste 2023 4,777.81 1,530.04 6,307.85 2022 7,907.86 1,595.05 9,502.91 |
|---|---|
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| 2. Performance of recycling acidic wastes: Unit:mt |
Year Gross Weight Reuse Outsourcing Recycling Rate 2023 4,777.81 4,360 417.81 91% 2022 7,907.86 6,900.00 1,007.86 87% ii. Chun Yu has installed wastewater treatment facility in 1990, and release the water after treatment into the water body of the natural environment for the sustainable use of water resources. The following shows the performance of the total weight of wastewater over the last 2 years: Wastewater Treatment: Unit:mt |
Year Wastewater Emissions The Recycling Volume of Water Recycling Rate 2023 120,502 26,735 22.18% 2022 166,562 42,322 25.41% iii. Chun Yu commits its effort to improve the efficient use of energy with a view to reducing the emission of greenhouse gases with the help of the inspection result and mitigate global warming. The following shows the emission of green-house gases over the last 2 years by volume: Greenhouse Gas Emissions: Unit:mt |
Year Category 1 Direct Emissions Category 2 Indirect Emissions Category 3 Transportation Category 4 Product Total 2023 15,337 17,961 2,953 258,713 294,964 2022 19,821 19,412 5,145 409,055 453,434 Note: (II)The Company has been verified by a third-party verification in 2022. (III)Category 3 only provides existing data in 2023. (III)Folk Culture: Taiwan is known as the kingdom of screws where 70% of the screws made in Taiwan are concentrated at Gangshan District. As such, |
|---|---|---|---|
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| CH | UN Y | U WORKS&CO., LTD. |
|---|---|---|
| Kaohsiung City Government proposed the construction of a screw museum of Taiwan to exhibit the development of the screw industry of Taiwan and the record of screw production. Chun Yu seeks to feedback to the local community by providing narrative history, pro- duction process of screws, and exhibition of cultural objects with a view to keeping the root of the screw making industry in Taiwan while telling the whole world of the achievement. (IV)Charitable event: The Company has donated NT$30,000,000 to Taiwan Steel University of Science and Technology in supporting the national policy of education for the effective improvement of the competitive power of the domestic fastener industry and the support of research and development innovation and filling the human resources gap in industrial development. (V)Other Matters:For more details, please refer to the company's ESG Report. VIII.Climate-related information on TWSE/TPEx Listed Companies1The pursuit of climate-related information |
Execution situation |
The Board is the supreme body of climate governance in the Company, and is responsible for the advocacy, decision-making of climate-related policies. It also plays the role of supervisor of all actions pertinent to climate-related matters. The Board plays a critical role in deciding the commitment and goals related to climate, and discusses the latest trend of the risk and opportunity deriving from climate development from time to time so as to map out the overall strategy of the group to tackle with key climate risks to keep corporate sustainable development stable. The Company has established the Sustainable Development Committee (a functional committee under the direct supervision of the Board) in 2022 to fortify the management and ability to identify climate-related risks and opportunities. This committee is seated by Independent Directors under the supervision of the Board. A convenor is elected under the nomination of the members. The committee convenes at least twice a year to discuss topics on key climate-related risks and opportunities, review the result of the pursuit of the sustainability strategy and projects, and report the findings to the |
| Kaohsiung City Government proposed the construction of a screw museum of Taiwan to exhibit the development of the screw industry of Taiwan and the record of screw production. Chun Yu seeks to feedback to the local community by providing narrative history, pro- duction process of screws, and exhibition of cultural objects with a view to keeping the root of the screw making industry in Taiwan while telling the whole world of the achievement. (IV)Charitable event: The Company has donated NT$30,000,000 to Taiwan Steel University of Science and Technology in supporting the national policy of education for the effective improvement of the competitive power of the domestic fastener industry and the support of research and development innovation and filling the human resources gap in industrial development. (V)Other Matters:For more details, please refer to the company's ESG Report. |
||
Item |
1.Specify the monitoring and governance of the Board and the management on climate-related risks and opportunity. |
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| CHUN YU WORKS&CO., LTD. | |
|---|---|
| Board. The Sustainable Development Committee is responsible for assisting the Board in decision-making of climate risk management policy and the pursuit of related goals, and review the plan in response to climate risks and the result of implementation by the “Sustainable Environment Development Team”. The committee also assists the supervision of the goals of the Company and the plant sites set in response to climate change and the result of the action plans, communication, and integration of all resources of the group pertinent to climate governance. |
Material topics of the Company on climate-related risks and opportunities from the short-term to long-term in 2023: (1) Risks 1. Short-term risks: 1-1 The upward adjustment of GHG emission price will push up the cost of operation. In 2023, the government charged the corporations in Taiwan with annual carbon emission of more than 25,000 tons a carbon fee for the first time under the Climate Change Response Act. Chun Yu is on the list of the fee payment and also regulated by new laws governing carbon fees and related taxes (e.g.: the CBAM of the EU, and the CCA). As such, the cost of operation was up. 1-2 The cost of carbon technology transformation will pushy up the cost of operation. In responding the low carbon development trend, the Company spares no effort in the research and development of frontier technology, which in turn pushed up the cost. 1-3 The change in consumer (customer) behavior will hamper revenue. Climate change and the increasing awareness of the change give risk th a change in the preference of the customers over products, which may cause a change in the purchase policy in response to the |
| 2. Specify the ways identified climate-related risk and opportunity affect the business, strategy and financial performance of corporations (short, mid, and long-term). |
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| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| the customers. In the future, the Company will seek to achieve carbon footprint accreditation of its products, and will support the trend and applicable laws in full effort to respond to market need, bring in better opportunity of product sale and higher revenue. |
Extreme weather (tropical storms, floods, torrential rain) inflicted damage to the plant sites and interrupted the operation. The cut off of material supply cause the discontinuation of production. The damages to roads or other climate problem caused interruption of road traffic and marine transport that shipment cannot be affected as scheduled. Climate-related disasters of this kind will intensify the risk of discontinuation of operation and impact the actual financial position of the Company. |
For getting the grip of the critical climate-related opportunity and risk to the Company, the Sustainable Development Committee gather information on the Sustainability Reports of the industry peers and topics on risks and opportunity in the CDP climate questionnaire at regular intervals every year, and convenes with the ESG task force at regular intervals. The Sustainable Environment Development Team will collect information on climate-related risks from the plant sites and the functional departments, and conduct interviews with relevant functional units on climate-related topics, the intensity of the impact, and possibility of occurrence. The views of the the departments will be taken into consideration as reference for identifying key climate-related risks and opportunities to the Company of the year. The findings will be reported to the Sustainable Development Committee for discussion, and finalized by the Board for mapping out the strategy of the group. The identification of the risks and opportunities deriving from climate change was made by related function heads in consideration of the current state of operation and available resources to the Company and targeted at significant risks items for customizing substantive, workable and effective risk management policy addressing to the risks deriving from climate change. The Company has |
| 3.Specify the effect of extreme climate incidents and action of transformation on financial position |
4. Specify the identification, assessment, and management process of climate-related risks, and the integration into the overall risk management system. |
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| CHUN YU WORKS&CO., LTD. | |
|---|---|
| incrementally kicked off the strategy and actions addressing to climate change, including the low carbon and energy saving policy, GHG inspection and recycling and reuse of energy in order to sort out the opportunity for energy saving and carbon reduction of the enterprises among all products. In the future, the Company will plan for the influence on the financial position in concrete term for the effective control of the impact inflicted by climate change. |
None |
| 5. Evaluate the resilience in response to the risk of climate change under scenario analysis, specify the scenarios, |
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| None | None | None | |
|---|---|---|---|
| parameters, hypothesis, factors of analysis and the major influence on financial position. |
6. If there is a transformation plan addressing to the management of climate-related risks, elaborate the plan and related indicators and goals for the identification and management of risks and the risk deriving from transformation. |
7. If internal carbon pricing is adopted as the planning tool, specify the basis of the pricing system. |
8. If climate-related goals have been set, explain the activities covered, the scope of GHG emission, and the schedule and the annual attainment level. If carbon offset or renewable energy system certificate (RECs) was adopted to achieve related goals, specify the sources of the carbon offset limit and quantity and the quantity under RECs. |
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| CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | CHUN YU WORKS&CO., LTD. | |||||
|---|---|---|---|---|---|---|---|---|
| Assurance of GHG emission by volume in 2023 is shown in the table below. | 1-1GHG inspection and assurance of the Company in the last 2 years1-1-1Information on GHG inspection |
emission volume (CO2e in metric ton) density (Metric ton of CO2e/million dollar) emission volume (CO2e in metric ton) density (Metric ton of CO2e/million dollar) Scope 1: Direct Emission 15,337.557953.8413,215.583396.08Scope 2: Indirect emission 17,961.956015,875.1995Scope 3: Other kinds of emissions 261,667.2930295,865.2790Note 1: Direct emission volume (Scope 1, from all emission sources owned or controlled by the Company), emission volume from energy sources (Scope 2, GHG emitted from indirect sources like power supply, heat or steam), and other indirect sources of emission (Scope 3, emission deriving from corporate activities beyond energy sources, from the emission sources owned or controlled by other companies). Note 2: The scope of the data on direct emission and emission from energy sources shall be subject to the schedule under Paragraph 2 of |
||||||
| Specify the emission volume (CO2e in metric ton), the density (Metric ton of CO2e/million dollar) of of GHG in the last 2 year and the scope of the data. |
||||||||
2023 |
density (Metric ton of CO2e/million dollar) |
96.08 |
||||||
| emission volume (CO2e in metric ton) |
13,215.5833 |
15,875.1995 |
295,865.2790 |
|||||
2022 |
density (Metric ton of CO2e/million dollar) |
53.84 |
||||||
| emission volume (CO2e in metric ton) |
15,337.5579 |
17,961.9560 |
261,667.2930 |
|||||
| 9. GHG inspection and assurance, and the goals, strategy, and action plans of carbon reduction (Fill in form 1-1 and 1-2) |
||||||||
Item |
Scope 1: Direct Emission |
Scope 2: Indirect emission |
Scope 3: Other kinds of emissions |
|||||
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| Article 10 under this standard and the emission volume could be disclosed voluntarily. Note 3: GHG Inspection Standard: the Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 released by the International Organization for Standardization (ISO). Note 4: The density of the volume of GHG emission shall be calculated by unit product/service or business revenue but the data for the calculation of revenue (in TWD million) shall be specified. 1-1-2Information on GHG assurance |
Specify the status of assurance in the last two years to the day this report was printed, including the scope, accreditation institution, and standard of assurance, and opinions on assurance. |
||
|---|---|---|---|
2023 |
TAF&ARES Plan:The planning and conduct of verification and validation of GHG emission will be based on the assurance levels of the emission sources of all types of GHG and the level of assurance required under the GHG plan and the expectation of the users in the emission. At the planning stage of this plan, Scope 1 and Scope 2 (type 1, 2) will be planned on the basis of the reasonable assurance levels. The result will be based on the supporting evidence obtained in the course of the implementation in order to grade the level. Type 3~6: inspection will be conducted in accordance with the agreed-upon procedure (AUP) of the parties. Bottom line for verification:5%. The calculation of the volume of emission of all GHG emission sources of concerned on the site will be |
||
2022 |
EPA Plan: Reasonable assurance level for Scope 1 and Scope 2. TAF & DNV Plan: The planning and conduct of verification and validation of GHG emission will be based on the assurance levels of the emission sources of all types of GHG and the level of assurance required under the GHG plan and the expectation of the users in the emission. At the planning stage of this plan, Scope 1 and Scope 2 (type 1, 2) will be planned on the basis of the reasonable assurance levels. The result will be based on the supporting evidence obtained in the course of the implementation in order to grade the level. Type 3~6: inspection will be conducted in accordance with the agreed-upon procedure (AUP) of the parties. The assurance levels of all types of GHG emission sources is based on the GHG plan and the expected assurance grade of the users, and |
||
Item |
Verification Content |
||
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| subject to sampling under level 1 data chain(the record on total sampling of the concerned sources of GHG emission shall cover 100% of the emission volume). The remainder of the GHG emission sources will be subject to sampling on the original data (the record on total sampling of all GHG emission sources shall cover 80% of the emission volume). The emission volume of the total emission volume under verification must be able to prove the verification result entailing no actual error (greater than 95%. Accreditation by third party, TAF. |
Standard Code Plant Name Address EPA Plan ARES ISO 14064-3:2019 S1601203 Chun Yu Works & Co., Ltd. No. 100, Dabao Street, Gangshan District, Kaohsiung City ARES ISO 14064-3:2019 - Chun Yu Works & Co., Ltd.-Gangshan Plant No. 1 No. 77, Dabao Street, Gangshan District, Kaohsiung City ARES ISO 14064-3:2019 E1609697 Chun Yu Works & Co., Ltd.-Gangshan Plant No. 2 No. 100-1, Dabao Street, Gangshan District, Kaohsiung City ARES ISO 14064-3:2019 E1609704 Chun Yu Works & Co., Ltd.-Gangshan Plant No. 3 No. 100-2 Dabsao Street, No. 169, Xinle Street, Gangshan District, Kaohsiung City ARES ISO 14064-3:2019 - Chun Yu Works & Co., Ltd.-Gangshan Plant No. 5 No. 191, Xinle Street, Gangshan District, Kaohsiung City ARES ISO 14064-3:2019 E1609713 Chun Yu Works & Co., Ltd.-Jiaxing Plant No. 279, Jiahua Road, Jiaxing Li, Gangshan District, Kaohsiung City |
| Bottom line for verification:5% The calculation of the volume of emission of all GHG emission sources of concerned on the site will be subject to sampling under level 1 data chain (the record on total sampling of the concerned sources of GHG emission shall cover 100% of the emission volume). The remainder of the GHG emission sources will be subject to sampling on the original data (the record on total sampling of all GHG emission sources shall cover 30% of the emission volume). The emission volume of the total emission volume under verification must be able to prove the verification result entailing no actual error (greater than 95%). |
Standard Code Plant Name Address EPA Scheme DNV Scheme S1601203 Chun Yu Works & Co., Ltd. No. 100, Dabao Street, Gangshan District, Kaohsiung City DNV Scheme - Chun Yu Works & Co., Ltd.-Gangshan Plant No. 1 No. 77, Dabao Street, Gangshan District, Kaohsiung City DNV Scheme E1609697 Chun Yu Works & Co., Ltd.-Gangshan Plant No. 2 No. 100-1, Dabao Street, Gangshan District, Kaohsiung City DNV Scheme E1609704 Chun Yu Works & Co., Ltd.-Gangshan Plant No. 3 No. 100-2 Dabsao Street, No. 169, Xinle Street, Gangshan District, Kaohsiung City DNV Scheme - Chun Yu Works & Co., Ltd.-Gangshan Plant No. 5 No. 191, Xinle Street, Gangshan District, Kaohsiung City DNV Scheme E1609713 Chun Yu Works & Co., Ltd.-Jiaxing Plant No. 279, Jiahua Road, Jiaxing Li, Gangshan District, Kaohsiung City DNV Scheme - Chun Yu Works & Co., Taipei Office No. 132, Section 3, Chengde Road, Datong District, Taipei City DNV Scheme - Chun Yu Works & Co., Welfare committee The first and second floors of No. 76, Lane 61, Xinzhong Street, Lixinzhong Street, Gangshan District, Kaohsiung City, the first and second floors of No. 78, and the first and second floors of No. 80 |
| Scope of Verification |
|
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| ARES International Certification Co., Ltd. | ISO 14064-1:2018 Climate Change Response Act, Regulations Governing the Inspection and Registration of GHG, GHG Emission Volume Inspection Guide Normative reference of verification: EPA Plan: ISO 14066:2011, ISO 14065:2013, ISO 14064-3:2006 TAF & Ares Plan: ISO/IEC 17029:2019, ISO 14065:2020, ISO 14064-3:2019 |
According to the opinions of this review, the evidence results show that the greenhouse gas claims made by Chunyu Factory Co., Ltd. comply with the regulations, do not violate the material difference threshold of 8%, and meet the reasonable assurance level (category 1~2) and the limited assurance level (category 3-6) , the original |
|
| DNV Business Assurance Co., Ltd. | ISO 14064-1:2018 Climate Change Response Act, Regulations Governing the Inspection and Registration of GHG, GHG Emission Volume Inspection Guide. Rules under the GHG Inspection Guide and GHG Emission Volume Information Platform of the Environmental Protection Administration Bottom line for verification: EPA Plan: ISO 14066:2011, ISO 14065:2013, ISO 14064-3:2006 TAF & DNV Plan: ISO/IEC 17029:2019, ISO 14065:2020, ISO 14064-3:2019 |
The procedure of the accreditation body in the verification process fully indicated that there is no substantial difference from the claim of Chun Yu in the emission of GHG. Preparation has been made in accordance with the standard of inspection under the protocol on the quantification of GHG, and the standard of monitoring and |
|
| Accreditation Body |
Accreditation standard |
Verification opinion |
|
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| testing, and reporting with fair presentation of the data on inventory base year was 110, and its emissions were |
GHG and related issues. 451,927.442 tonCO2e. This inventory was due to the |
addition of category four raw materials. | Note 1: Proceed with the schedule stated in Paragraph 2 under Article 10 of this standard. If the Company cannot obtain the opinion from | assurance by the day the annual report was printed, please specify that “complete information on assurance will be disclosed in the | Sustainability Report”. If the Company has not yet compiled the Sustainability Report, specify “complete information on assurance will be | disclosed at Market Observation Post Service website”, and disclose complete information on assurance in the annual report of the coming | year. | Note 2: the assurance provider shall be conforming to the rules and regulations of Taiwan Stock Exchange Corporation and Taipei Exchange | in the Sustainability Report Assurance Providers. | Note 3: For information on the content of disclosure, refer to the best practice principle examples posted at the official website of the | Corporate Governance Center at Taiwan Stock Exchange Corporation. | 1-2The goals, strategy and concrete action plan of GHG emission reduction |
Specify the base year of GHG emission reduction, related data and the goals, strategy, and concrete action plan of reduction, and | attainment of the goals of reduction. | 1. We set the base year in 2021and the standard annual emission volume is 451,927.442 tonCO2e. | 2. The reduction goals of the Company are set for the short-term, mid-term and long-term and the goals of reduction and strategy are | specified below: | (1) Short-term (1~3 years): | Reduced by 6% in 2025 from the base year with carbon density down by 16%. | (2) Mid-term (3~5 years): | Reduced by 12% in 2030 from the base year with carbon density down by 30%. | (3) Long-term (over 5 years): |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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==> picture [453 x 685] intentionally omitted <==
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| CHUN YU WORKS&CO., LTD. | |||
|---|---|---|---|
| (VII) Fulfillment of Ethical Corporate Management Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies: |
Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
No significant difference from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies And, the Company will reinforce the integrity management system of the Company incrementally. |
|
| Status of implementation | bstract Explanation | (I) The company has formulated the “Ethical Corporate Management Best Practice Principles” and “the Adop -tion of Codes of Ethical Conduct”. The board of directors and managers have signed the statement of integrity to proactively implement the commitment of integrity management and reveal it on the com- pany’s website besides the disclosure of “Ethical Corporate Management Best Practice Principles”. (II) The Company seeks to regulate the conduct of business through the “Ethical Corporate Management Best Practice Principle” and the “Ethic Code of Conduct” with important notice specified, including the prohibition of availing or accepting unjustified benefit and political donation. In addition, all personnel of the Company shall explain to the counterparties of trade the ethical corporate management policy of the Company and related rules in business transactions, and explicitly refuse any direct or indirect offering, promise, request, or |
|
| No | |||
| Yes | | ||
| Item of implementation | I.Setting business Ethical Corporate Management pol- icies and programs (I) Does the Company develop business integrity pol- icies to be passed by the Board, and express its commitment to the policies and practices of Ethical Corporate Management in its regulations and in the external documents, and do the Board of Directors and the management actively implement the busin- ess policies? (II) Has the Company establish a risk assessment me- chanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly adopted precau -tionary measures in respect of business activities with a high risk of dishonesty and at least include preventive measure in Article 7 (2) of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? |
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| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
| Status of implementation | bstract Explanation | acceptance of unjustified benefit in any form and in any mean. For the proper pursuit of the rules governing ethical corporate management, the Company provides education and training regularly in the year and has instituted and announced the regulations governing grievance redressing mechanism and reporting. For addition information, refer to the area of corporate social responsibility in the official website of the Company. (III) The Company promises to observe applicable legal rules of the government and business ethics and pursue its corporate social responsibility thereby instituted the “Ethical Corporate Management Procedure and Code of Conduct”, the “Ethic Code of Conduct”, and the regulations governing grievance redressing mechanism. If the complaint involves a Director or a senior executive, or entails material damage to the Company, the case will be presented the the competent authority of the Company and the Audit Committee and handled in accordance with the internal code of the Company and applicable laws. The aforementioned internal code will be reviewed regularly to meet actual need. |
| No | ||
| Yes | ||
| Item of implementation | (III) Has the Company established action plans to prevent unethical conduct?Has the Company clearly prescribed procedures, code of conduct, punitive measures for violations and appeal systems within the said plan?Did the action plans be implemented accordingly? |
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| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
No significant difference from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. The operation of the Sustainable Development Committee will be gradually revealed in 2023. |
|
| Status of implementation | bstract Explanation | (I) The contract signed by the Company for commercial activities is subject to the terms of good faith. Also, the Company conduct inquiries such as honesty in- vestigations for customers, suppliers, and other stake -holders. (II) The Board of the Company resolved to establish the Corporate Governance and Ethical Corporate Management Team in a session dated 2022.11.10. This team is under the direct coordination and supervision of the Sustainable Development Committee of the Board. The Corporate Governance Officer of the Company will support the execution and management of related activities in ethical corporate management. The Auditing Office will audit the activities at regular intervals for assuring the activities are justifiable and lawful. The advocating body of ethical corporate governance shall report to the Board at least once a year. (III) Implementation of Integrity Management 1. Integrity Policy: i.Rules of Procedure for Board of Directors Meetings:The Company’s standards for the Board of Directors meetings has clearly |
| No | ||
| Yes | | |
| Item of implementation | II.Implementation of Ethical Corporate Management (I) Does the Company assess the integrity record of its business partner, and stipulate the terms of conduct on integrity in the contract with the busin -ess partner? (II) Has the Company designated an exclusively (or concurrently) dedicated unit reports its ethical business management policy, action plans to prevent unethical conduct, and implementation status of supervisory measures to the Board of Directors? (III) Has the Company established policies preven- ting conflict of interests, provided proper chan- nels of appeal, and enforced these policies and channels accordingly? (IV) Has the Company established effective accounting systems and internal control systems for enforcing ethical corporate management? Did internal auditors establish relevant audit plan to verify the status of compliance with un- ethical conduct prevention action plans based on the result of risk assessment on unethical |
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| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
| Status of implementation | bstract Explanation | states that if Directors or the juridical persons they represented have a personal interest, they shall state the key aspects of the interest in the meeting. If their interest may prejudice ii.The policy of the avoidance of the conflict of interest explicitly states that Directors or managers of the Company shall handle Company business objectively and fairly, and shall not take advantage of the function performed for private interest. iii.The Company has instituted the “Regulations Governing the Reporting on Corruption” and established the channels for reporting to prevent illicit acts such as corruption and seeking private interest. The accused will be granted the opportunity for expressing opinion or complaint. (IV) The Company has established a viable accounting system and internal control mechanism, and proceed with management of nonconformity through operation procedure. In addition, the internal audit function will map out the annual audit plan on the |
| No | ||
| Yes | ||
| Item of implementation | conduct?Did the Company entrust audits to to a CPA? (V) Does the Company regularly organize internal and external training for ethical corporate mana- gement? |
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| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
| Status of implementation | bstract Explanation | basis if risk assessment and conduct related audits. The audit findings will be gathered and reported to the Board. (V) The Company provides education and training for the Directors, managers, employees, appointees, and the de facto controlling parties at regular intervals. Other stakeholders will also be invited to participate. In 2023, the Company has provided training in topics on ethical corporate management (with briefing on the compliance with applicable laws governing ethical corporate management and strengthening corporate governance). There were 17 participants in the training by head count. |
| No | ||
| Yes | ||
| Item of implementation |
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| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
Comply with the requirements of the "Code of Integrity Management for Listed Overseas Companies". |
|
| Status of implementation | bstract Explanation | (I)The Company has instituted the “Regulations Governing the Reporting on Corruption” and established the channels for reporting to regulate prohibited behavior, specify the channels for filing complaint, and related protective measures explicitly. The Auditing Office of the Company is responsible for answering to complaints and reporting the result of investigation to the Board. (II)The channels for reporting, handling procedure and the mechanism of confidentiality were explicitly stated in the “Regulations Governing the Reporting on Corruption” of the Company. The Company will handle the whistle blowers or the personnel involved in the investigation, and the investigation content in accordance with the regulations. (III)The mechanism for the protection of whistle blowers is explicitly stated in the “Regulations Governing the Reporting on Corruption” of the Company. The Company will protect the whistle blowers or the personnel involved in the investigation, and the investigation content,and strictly prohibit any form of unfair treatment or revenge against the honest whistle blower or personnel assisting in the investigation. |
| No | ||
| Yes | | |
| Item of implementation | III.Status for enforcing whistle-blowing systems in the Company (I)Has the Company established concrete whistle- blowing and reward systems as well as accessible whistle-blowing channels?Does the Company assign a suitable and dedicated individual for the case being exposed by the whistle- blower? (II)Has the Company established standard operating procedures (SOP) for whistleblowing cases, follow-up measures and relevant systems of confidentiality after the investigation? (III)Has the Company adopted protection measures against inappropriate disciplinary actions for the whistle-blower? |
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CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
| Status of implementation | bstract Explanation | The company has set up the Chinese website and dis- closed relevant information such as integrity manage -ment on the website. |
| No | ||
| Yes | ||
| Item of implementation | IV.Improvement of information disclosure Does the Company disclose its ethical corporate management policies and the results of its imple- mentation on the Company’s website and MOPS? |
- 100 -
CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS&CO., LTD. | ||
|---|---|---|
| Differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
V.If the Company has established the Code of Ethics and Business Conduct based on the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe any deviations between the Code of Ethics and Business Conduct and their implementations: The Company has instituted the “Ethical Corporate Management Operation Procedure and Code of Conduct”, and has posted it at the official website, with no significant variation from the “Ethical Corporate Management Best Practice Principle for TWSE and TPEx Listed Companies” VI.Other information helpful for understanding the principle of integrity of the Company's operations (e.g., the Company's amendment of its principles of integrity) The Company duly observes the Company Act, Securities and Exchange Act, rules and regulations governing TWSE and TPEx listed companies, and other applicable legal rules, and will pay attention to the origins of related rules and regulations for the timely adjustment of the ethical corporate management policy of the Company. |
|
| Status of implementation | bstract Explanation | |
| No | ||
| Yes | ||
| Item of implementation |
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CHUN YU WORKS & CO., LTD.
-
(VIII)If the Company has instituted the Corporate Governance Best Practice Principles and related rules and regulations, disclose the method for inquiry :
-
The Corporate Governance Best Practice Principles are disclosed at the official website of the Company.
-
(IX)Other important information to enhance the understanding of the corporate governance of the Company :
-
i. The company's important information is disclose at MOPS in accordance with the regulations.
-
ii. Directors' training status : For more details, please visit MOPS.
-
iii. Procedures for Handling Material Inside Information and Pre-
-
vention of Insider Trading :
-
According to the “Procedures for Handling Material Inside Information and the Prevention of Insider Trade” with reference to the “Procedures for Handling Material Inside Information” announced by Taiwan Stock Exchange Corporation, related training and education should be arranged for the current Directors, Managers and Employees at least once a year. In addition, training should be organized for newly appointed Directors and Managers within 3 months after their assumption of office. Education should also be provided for the new employees in the orientation.
-
The Company has distributed the brochure to the Directors and managers on October 30 for 2023. The content covers the operation procedure for ethical corporate management, the code of conduct, and the procedure for processing of inside material information and the prevention of insider trade, and the corporate governance best practice principles. Education on insider trade and the response, and the causes of insider trade has been given to the Directors and managers in office for one hour with 9 participants by head count on November 9. In the training of the prohibition of insider trade, the Company reminds the Directors not to transfer their shares in holding in the period of 30 days prior to the financial reporting date and the period of 15 days for the closure for trading prior to the announcement of the quarterly financial report. In the education briefing on October 30 2023, the Company has informed the Directors of the rules under the corporate governance best practice principles:the Company shall institute related internal code for the protection of the rights of the shareholders and assuring fair treatment of all shareholders thereby prohibit the use of undisclosed
-
-
102 -
CHUN YU WORKS & CO., LTD.
information in market for securities trade, including (without limitation to) the prohibition of securities transfer in the period of 30 days prior to the announcement of annual financial report and 15 days prior to the announcement of the quarterly financial report.
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CHUN YU WORKS & CO., LTD.
-
(X)Implementation of the internal control system
-
i. Internal Control Statement :
CHUN YU WORKS AND CO., LTD Statement of Internal Control System
Date : 2024.03.07
With respect to the results of the 2023 self-assessment of the internal control system, we hereby declare as follows :
-
I. We acknowledge and understand that it is the responsibility of our Board of Directors and officers to establish, implement and maintain an internal control system and we have already establish -ed such a system. The purpose is to fairly ensure the effect and efficiency of operations (including profitability, performance and security of assets); the reliability, timeliness and transparency of financial reporting; and the achievement of legal compliance.
-
II. There is a limitation inherent to each internal control system, however perfect the design is. As such, an effective internal control system can only fairly ensure the achievement of the aforementioned goals. Furthermore, the effectiveness of an internal control system may vary as the macro environment and situation change. By equipping our internal control system with a selfmonitoring mechanism, we can take immediate corrective actions against any defects once identified.
-
III. Referring to the criteria for determining the effectiveness of an internal control system as specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Criteria”), we judge the effectiveness of design and implementation of our internal audit system. With respect to the management control process, the Criteria divide an internal control system into five elements : a) control environment, b) risk evaluation, c) control operation, d) information and communication and e) monitoring. Each element in turn contains certain audit items, and the Criteria shall be referred to for details.
-
IV. We have assessed the effectiveness of design and implementation of our internal control system with such criteria.
-
V. With respect to the findings from the above assessment, we hold that the design and implementation of our internal control system (including the supervision and management of subsidiaries) as of 2023.12.31, were effective to achieve the above goals in terms
-
104 -
CHUN YU WORKS & CO., LTD.
of the effect and efficiency of operations; the reliability, timeliness, and transparency of financial reporting; and the achievement of legal compliance.
-
VI. This statement shall form an integral part of the Annual Report and the prospectus of this Company and will be disclosed to the public. If there is any fraud, concealment or unlawful practice found in the above contents, we shall be liable for the legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.
-
VII. This statement of declaration was approved unanimously by the Board Meeting on 2024.03.07 with the presence of eight dir -ectors attending the meeting.
CHUN YU WORKS AND CO., LTD.
Chairman : Chen, Chi-Tai
General Manager : Chang, Hsing-Ya
-
ii. If a CPA has been commissioned to conduct special audit of the inter nal control system, disclose the Auditor’s Report : None.
-
(XI) The punishment to the Company and its employees in accordance with the law, the Company’s punishment to its employees for vio-
-
lation of the provisions of its internal control system, the major defects and the improvements made in the latest year and as of the date of publication of the annual report : None.
-
(XII) Important resolutions of the shareholders’ meeting and the board meetings in the latest year and as of the date of publication of the annual report :
-
i. Shareholders’ meeting :【 Form I 】 .
-
ii. Board of Directors :【 Form II 】 .
-
105 -
CHUN YU WORKS & CO., LTD.
【 Form I 】 Important Resolutions of the Shareholders' Meeting :
| Date | Resolutions | ImplementationSatus |
|---|---|---|
| 2023.05.26 | Recognition of the 2022 Business Report and Financial Statements. |
The proposal has been adopted. |
| Recognition of the Proposal for the Distribution of Earnings in 2022. |
Released on 2023.07.20. (Cash dividend of 1 per share) |
【 Form II 】 Important Resolutions of Board of Directors :
| Date | Resolutions | Implementation Satus |
|---|---|---|
| 2022.03.9 | Motion for the remuneration to the Directors and employees in 2022. |
Submitted for report to the 2023 AGM. |
| Review of the business report, individual financial statements, and consolidated financial statements of 2022. |
Submitted for ratification to the 2023 AGM. |
|
| Proposal for the distribution of earnings of the Company in the 2nd half of 2022 |
Released (Cash dividend of 1 per share) |
|
| Approval of evaluation of the effectiveness of internal control system and “Statement of Internal Control System for the Year 2022”. |
Announcement was completed according to the regulations. |
|
| Amendment of the Company’s “self-assessment of its internal control systems” |
It has been executed | |
| Donation | It has been executed | |
| 2023.05.11 | Motion for the Company’s 2023Q1 Consolidated Financial Statement. |
Reported according to the regulations. |
| 2023.08.10 | Motion for the Company’s 2023Q2 Consolidated Financial Statement. |
Reported according to the regulations. |
| Amendments to the Company’s “Articles of Association”. |
Submitted for report to the 2024 AGM. |
|
| Amendments to the Company’s “Internal Audit Implementation Rules”. |
Submitted for report to the 2024 AGM. |
|
| 2023.11.09 | Motion for the Company’s 2023Q3 Consolidated Financial Statement. |
Reported according to the regulations. |
| Resolution by company not to distribute dividends for the first half of 2023 |
Reported according to the regulations. |
|
| Motion for the endorsements/guarantees for subsidiaries. |
It has been executed | |
| The appointment of Corporate Governance Officer of the company. |
Reported according to the regulations. |
|
| 2024.03.07 | Motion for the remuneration to the Directors and employees in 2023. |
Submitted for report to the 2023 AGM. |
| Review of the business report, individual financial statements, and consolidated financial statements of 2023. |
Submitted for report to the 2023 AGM. |
|
| Proposal for the distribution of earnings of the Company in the 2st half of 2023. |
Not release yet (Cash dividend of 0.91per share) |
|
| Approval of evaluation of the effectiveness of internal control system and “Statement of Internal Control |
Reported according to the regulations. |
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CHUN YU WORKS & CO., LTD.
| Date | Resolutions | Implementation Satus |
|---|---|---|
| System for the Year 2023”. | ||
| Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”. |
Submitted for report to the 2024 AGM. |
(XIII) If the directors or supervisors have different opinions about important resolutions adopted by the board in the latest year and as of the date of publication of the annual report, and there are records or written statements : None.
- (XIV) Table showing the relief of the Chairman, General Manager, Accounting Manager, Chief Financial Officer, Chief Internal Auditor, Chief Governance Officer and Chief R&D Officer from office in the previous year to the date this report was printed :
| 2023.12.31 | ||||
|---|---|---|---|---|
| Title | Name | Date of appointment |
Date of resignation |
Reason for resignation |
| General Manager |
Chou, Bo-Wei | 2022.07.01 | 2023.10.01 | Adjustment. |
| Corporate Governance Officer |
Chou, Bo-Wei | 2021.05.12 | 2023.10.01 | Adjustment. |
| Chief of internal auditor |
Chang,Jing-Ping | 2022.10.17 | 2023.12.29 | Resignation for personal career planning. |
V. Information of CPA audit fee
-
(I) The company shall disclose the amounts of the audit fees and non-
-
audit fees paid to the attesting certified public accountants and to the accounting firm to which they belong and to any affiliated enter -prises as well as the details of non-audit services (see Table 2-4) , and given any of the following conditions :
Uuit : Thousands
| Accounting firm | CPA name |
Audit period | Audit fee | Non-audit fee (Note) |
Total | Remarks |
|---|---|---|---|---|---|---|
| Pricewaterhouse Coopers |
Tien, Chung-Yu Hsu, Huei-Yu |
2023.01.01 to 2023.12.31 |
4,733 | 1,809 | 6,542 |
Note : tax audit and certificationamounted to NT$803, 000,stransfer pricing report amounted to NT$300,000, translation of financial statements amounted to NT$200,000,CFCclaim tax NT$180,000, service for the business in Ecuador amounted to NT$184,000, business registration amounted to NT$12,000, Annual Report review amounted to NT$47,000, con-current business owner certification amounted to NT$27,000, declaration and audit of full-time employee payroll amounted to
- 107 -
CHUN YU WORKS & CO., LTD.
、 。 NT$27,000, ARE Investment Tax Credit.NT$9,000 direct deduction method20,000
-
(II) If there is a change of the accounting firm, and in the year of the change the audit fee is lower than that in the previous year, please disclose the audit fees before and after the change and the reasons : None.
-
(III) If the audit fee is reduced by more than 10% over that in the
previous year, please disclose the amount of audit fee reduced, the proportion and reason for the reduction : The review and audit of the 2023 financial report indicating a decrease of NT$682,000.
-
VI. Replacement of Certified Public Accountan :
-
(I)Regarding the former CPA
| Replacement Date | 2023.6.30 | 2023.6.30 | 2023.6.30 | 2023.6.30 | 2023.6.30 |
|---|---|---|---|---|---|
| Replacement reasons and explanations |
According accounting firm internal job adjustment from 2023 |
||||
| Describe whether the Company terminated or the CPA did not accept the appointment |
Parties Status |
CPA |
Appointer | ||
| Take the initiative to terminate the appointment |
Not applicable | Not applicable | |||
| No longer accepted (continued) appointment |
Not applicable | Not applicable | |||
| Other issues (except for unqualified issues) in the audit reports within the last twoyears |
None |
||||
| The disagreement opinion with the issuer or not |
Yes | Accounting principles or practices |
|||
| Disclosure of financial reports | |||||
| Check the scope or step | |||||
| Other | |||||
| None | v |
||||
| Description |
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CHUN YU WORKS & CO., LTD.
Other disclosed items (Items which should be disclosed according to item None 6-1-4~6-1-7 , article 10 of the criteria)
(II)Regarding the successor CPA
| (Items which should be disclosed according to item 6-1-4~6-1-7 , article 10 of the criteria) None (II)Regarding the successor CPA |
|
|---|---|
Name of accounting firm |
PricewaterhouseCoopers |
| Name of CPA | Hsu, Huei-Yu |
| Date of appointment | 2023.6.30 |
| Consultation results and opinions on accounting treatments or principles with respect to specified transactions and the company's financial reports that the CPA might issue prior to the engagement |
None |
| Succeeding CPA’s written opinion of disagreement toward the former CPA |
None |
(III)Reply of former CPA to item 6-1 and item 6-2-3, article 10 of the criteria : None.
-
VII. The Employment of the Company’s Chairman, General Manager, Financial or Accounting Manager with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year : None.
-
VIII. Equity transfer or pledge under lien by the Directors, Supervisors, Managers, and shareholders holding more than 10% of the outstand -ing shares in the previous year to the date this report was printed :
| Title | Name | 2023 | 2023 | 2024.04.01 | 2024.04.01 |
|---|---|---|---|---|---|
| Shareholding Increase/ (Decrease) |
Pledged share Increase/ (Decrease) |
Shareholding Increase/ (Decrease) |
Pledged share Increase/ (Decrease) |
||
| President | Bai Jia Yuan Investment Co., Ltd. |
- | (13,600, 000) | - | - |
| Representative: Chen, Chi-Tai |
- | - | - | - | |
| Vice President |
Bai Jia Yuan Investment Co., Ltd. |
- | (13,600, 000) | - | - |
| Representative: Wong, Chung-Chun |
- | - | - | - | |
| Director | Taiwan Steel Group United Co., Ltd. |
- | - | - | - |
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CHUN YU WORKS & CO., LTD.
| Representative: Lin, Huei-Jeng |
- | - | - | - | |
|---|---|---|---|---|---|
| Director | Taiwan Steel Group United Co., Ltd. |
- | - | - | - |
| Representative: Wang, Chiung-Fen |
- | - | - | - | |
| Director | Taiwan Steel Group United Co., Ltd. |
- | - | - | - |
| Representative: Yan,Cing-Li |
- | - | - | - | |
| Director | Lee, Shih-Ho | - | - | (604,000) | - |
| Director | Bai Jia Yuan Investment Co., Ltd. |
- | (13,600, 000) | - | - |
| Representative: Wu, Yi-Ching |
- | - | - | - | |
| Director | Bai Jia Yuan Investment Co., Ltd. |
- | (13,600, 000) | - | - |
| Representative: Wu, Mei-Huei |
- | - | - | - | |
| Independent Director |
Jian, Jin-Cheng | - | - | - | - |
| Independent Director |
Fang, Jhen-Ming | - | - | - | - |
| Independent Director |
Lee, Chin-Chang | - | - | - | - |
| Manager | Chang, Hsing-Ya | - | - | - | - |
| Chou, Bo-Wei(Note1) | - | - | - | - | |
| Yen,Chua-Te | - | - | - | - | |
| He,Mao-Ji | - | - | - | - | |
| Li, Ming-Jheng | - | - | - | - | |
| Chen, Yi-Jhen(Note2) | - | - | - | - | |
| Liao, Jin-Yi(Note3) | - | - | - | - | |
| You ,Bei-Di | - | - | - | - | |
| Su, Hsien-Ming | - | - | - | - | |
| Yang,Chien-Yu |
- 110 -
CHUN YU WORKS & CO., LTD.
| Remarks | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name/name and relationship of related parties, spouse, or relatives in the second degree to top ten shareholders |
Relationship | Same representative | Nil | Same representative | Director | Note | Note | Director | Relatives in the second degree |
Relatives in the second degree |
Nil |
| Name | Chun Yu Investment Co., Ltd. |
Nil | Bai Jia Yuan Investment Co., Ltd. |
Chang, Ching-Chi | Sheng Shang Investment Co., Ltd. |
Representative of Yi Tai Shen Co., Ltd. |
Yi Tai Shen Co., Ltd | Chang, Yu-Chi | Chang, Ching-Chi | Nil | |
| Shareholding in other people’s names |
Rate | - | - | - | - | - | - | ||||
| Shareholding | - | - | - | - | - | - | |||||
| Shareholdings of the spouse and minor children |
Rate | - | - | - | - | - | - | ||||
| Shareholding | - | - | - | - | - | - | |||||
| Own shareholding | Rate | 27.87% | 9.43% | 7.75% | 4.89% | 4.22% | 2.51% | 2.51% | 1.60% | ||
| Shareholding | 84,219,450 | 28,491,850 | 23,430,172 | 14,790,300 | 12,737,500 | 7,580,100 | 5,804,450 | 4,820,400 | |||
| Name | Representative of Bai Jia Yuan Investment Co., Ltd.: Chen, Chi-Tai |
Representative of Chin Chi Fu Asset Management Co., Ltd: Wang, Chiung-Fen |
Representative of Chun Yu Investment Co., Ltd.: Chen, Chi-Tai |
Representative of Yi Tai Shen Co., Ltd.: Wang, Chang-Ping |
Sheng Shang Investment Co., Ltd.: Huang, Li-Rong |
Chang, Ching-Chi | Chang, Yu-Chi | E-Sheng Steel Co.,Ltd. Yan, Cing-Li |
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CHUN YU WORKS & CO., LTD.
| Remarks | Note: Representative of Sheng Shang Investment Co., Ltd is supervisor of Representative of Yi Tai Shen Co., Ltd.. X. Total comprehensive shareholding ratio for the number of shares held by the Company, the Company's directors, managers and the Company directly or indirectly controlled by the Company in the same investment business: Unit: thousand share;%;2023.12.31 |
Total investment | Rate | 48.08% | Note:The investment of the Company based on the equity method. | |||
|---|---|---|---|---|---|---|---|---|
| Company name/name and relationship of related parties, spouse, or relatives in the second degree to top ten shareholders |
Relationship | Nil | Nil | |||||
| Shareholding | 28,985,031 | |||||||
| Name | Nil | Nil | ||||||
| Investment by directors, supervisors, managers or directly or indirectly controlled businesses |
Rate | 0.27% | ||||||
| Shareholding in other people’s names |
Rate | - | - | |||||
| Shareholding | 163,092 | |||||||
| Shareholding | - | - | ||||||
| Shareholdings of the spouse and minor children |
Rate | 0.44 | - | |||||
| The Company’s investment | Rate | 47.81% | ||||||
| Shareholding | 1,320,624 | - | ||||||
| Own shareholding | Rate | 1.11% | 1.04 | Shareholding | 28,821,939 | |||
| Shareholding | 3,352,397 | 3,150,108 | ||||||
| Re-invested businesses | Chun Zu Machinery Industry Co., Ltd. |
|||||||
| Name | Lee, Shih-Ho | Sun ,De-Bin |
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CHUN YU WORKS & CO., LTD.
| SharesAmount | Others | Others | 77.10.22(77)Tai-Tsai -Tzeng(1)No.09217 | 78.08.29(78) Tai-Tsai -Tzeng(1)No.01769 | 79.04.04(79) Tai-Tsai -Tzeng(1)No.00643 | 79.10.30(79) Tai-Tsai -Tzeng(1)No.02928 | 80.10.07(80)Tai-Tsai -Tzeng(1)No.02901 | 81.04.18(81) Tai-Tsai -Tzeng(1)No.00737 | 82.10.16(82) Tai-Tsai -Tzeng(1)No.36680 | 83.11.03(83) Tai-Tsai -Tzeng(1)No.40896 | 84.06.29(84) Tai-Tsai -Tzeng(1)No.38010 | 85.07.20(85) Tai-Tsai -Tzeng(1)No.40902 | 86.07.03(86) Tai-Tsai -Tzeng(1)No.52461 | 87.07.10(87) Tai-Tsai -Tzeng(1)No.58505 | 88.07.12(88) Tai-Tsai -Tzeng(1)No.63130 | Ching-Shou-Shang-Tzu No. 11101206400 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Increased by Assets Other than Cash |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | ||
| Source of Capital | Additional paid-in capital |
7,535,250 | 24,000,000 | 11,169,600 | 53,856,800 | 92,902,980 | 147,000,000 | 141,120,000 | 136,896,000 | 191,654,400 | 236,118,230 | 109,637,040 | |||||||||||||||||
Increase of earnings |
3,000,000 | 2,100,000 | 3,465,000 | 7,969,500 | 18,750,000 | 20,250,000 | 16,026,750 | 19,938,000 | 12,000,000 | 8,100,000 | 78,400,000 | 74,750,400 | 38,568,000 | 26,928,400 | 30,967,660 | 49,000,000 | 94,080,000 | 68,448,000 | 38,330,880 | 64,402,490 | 27,406,960 | 143,887,000 | |||||||
Capital increase |
3,000,000 | 15,000,000 | 2,965,500 | 6,000,000 | 6,900,000 | 19,000,000 | 12,000,000 | 13,360,000 | 114,320,000 | 236,776,160 | 300,000,000 | 293,646,000 | |||||||||||||||||
| Paid-in Capital | Amount | 3,000,000 | 18,000,000 | 21,000,000 | 23,100,000 | 26,565,000 | 37,500,000 | 56,250,000 | 76,500,000 | 100,062,000 | 120,000,000 | 162,000,000 | 177,000,000 | 196,000,000 | 286,400,000 | 385,680,000 | 500,000,000 | 538,568,000 | 619,353,200 | 980,000,000 | 1,176,000,000 | 1,711,200,000 | 1,916,544,000 | 2,146,529,280 | 2,447,050,000 | 2,740,696,000 | 2,877,740,000 | 3,021,627,000 | |
| Shares | 300,000 | 1,800,000 | 2,100,000 | 2,300,000 | 2,656,500 | 3,750,000 | 5,625,000 | 7,650,000 | 10,006,200 | 12,000,000 | 16,200,000 | 17,700,000 | 19,600,000 | 28,640,000 | 38,568,000 | 50,000,000 | 53,856,800 | 61,935,320 | 98,000,000 | 117,600,000 | 171,120,000 | 191,654,400 | 214,652,928 | 244,705,000 | 274,069,600 | 287,774,000 | 302,162,700 | ||
| Approved Capital | Amount | 3,000,000 | 18,000,000 | 21,000,000 | 23,100,000 | 26,565,000 | 37,500,000 | 56,250,000 | 76,500,000 | 100,062,000 | 120,000,000 | 162,000,000 | 177,000,000 | 196,000,000 | 286,400,000 | 385,680,000 | 500,000,000 | 538,568,000 | 619,353,200 | 980,000,000 | 1,176,000,000 | 1,711,200,000 | 1,916,544,000 | 2,146,529,280 | 3,347,050,000 | 2,740,696,000 | 3,920,696,000 | 3,920,696,000 | |
| Shares | 300,000 | 1,800,000 | 2,100,000 | 2,300,000 | 2,656,500 | 3,750,000 | 5,625,000 | 7,650,000 | 10,006,200 | 12,000,000 | 16,200,000 | 17,700,000 | 19,600,000 | 28,640,000 | 38,568,000 | 50,000,000 | 53,856,800 | 61,935,320 | 98,000,000 | 117,600,000 | 171,120,000 | 191,654,400 | 214,652,928 | 334,705,000 | 392,069,600 | 392,069,600 | 392,069,600 | ||
| Value | (NT$) | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | |
| Year/ | Month | 1965/03 | 1966/03 | 1967/04 | 1970/05 | 1971/05 | 1973/05 | 1974/07 | 1974/07 | 1979/07 | 1980/07 | 1985/07 | 1986/09 | 1987/06 | 1989/01 | 1989/11 | 1990/06 | 1990/12 | 1991/12 | 1992/08 | 1993/12 | 1995/02 | 1995/08 | 1996/08 | 1997/09 | 1998/09 | 1999/09 | 2022/10 |
- 113 -
CHUN YU WORKS & CO., LTD.
| 2024.04.01 | Total | 38,458 | 302,162,700 | 100% | ||||
|---|---|---|---|---|---|---|---|---|
| Authorized Capital Remarks |
Un-issued Shares Total |
89,906,900 392,069,600 |
Other Juridical Persons Domestic Natural Persons Foreign Institutions and Foreigners |
184 38,199 74 |
176,032,589 120,838,453 5,291,504 |
58.26% 39.98% 1.76% |
||
| Share Type | Issued Shares | Common Stock 302,162,700 |
(II) Status of Shareholders: | Shareholder structure Holding Government Agencies Financial Institutions |
Number 1 0 |
Shareholding 154 0 |
Rate 0% 0% |
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CHUN YU WORKS & CO., LTD.
(III) Shareholding Distribution Status :
| 2024.04.01 Face value NTD 10 per share |
2024.04.01 Face value NTD 10 per share |
2024.04.01 Face value NTD 10 per share |
|
|---|---|---|---|
| ShareholdingTiers | No., of Shareholders | Shareholding | Rate(%) |
| 1 to 999 | 29,915 | 1,644,571 |
0.54 |
| 1,000 to 5,000 | 6,567 | 12,220,024 |
4.04 |
| 5,001 to 10,000 | 962 | 6,278,227 |
2.08 |
| 10,001 to 15,000 | 402 | 4,649,328 |
1.54 |
| 15,001 to 20,000 | 119 | 2,084,993 |
0.69 |
| 20,001 to 30,000 | 160 | 3,751,759 |
1.24 |
| 30,001 to 40,000 | 71 | 2,418,168 |
0.80 |
| 40,001 to 50,000 | 30 | 1,334,724 |
0.44 |
| 50,001 to 100,000 | 78 | 5,272,551 |
1.74 |
| 100,001 to 200,000 | 40 | 5,224,771 |
1.73 |
| 200,001 to 400,000 | 41 | 11,528,651 |
3.82 |
| 400,001 to 600,000 | 26 | 12,924,695 |
4.28 |
| 600,001 to 800,000 | 7 | 4,679,550 |
1.55 |
| 800,001 to 1,000,000 | 10 | 8,807,150 |
2.91 |
| 1,000,001 or more | 30 | 219,343,538 |
72.60 |
| Total | 38,458 | 302,162,700 | 100.00 |
(IV) Shareholding Distribution Status :
2024.04.01
| (IV) Shareholding Distribution Sta | tus: | 2024.04.01 |
|---|---|---|
| Shares Name |
Shareholding | Rate(%) |
| Representative of Bai Jia Yuan Investment Co.,Ltd.:Chen,Chi-Tai |
84,219,450 | 27.87 |
| Representative of Chin Chi Fu Asset Management Co.,Ltd:Wang,Chiung-Fen |
28,491,850 | 9.43 |
| Representative of Chun Yu Investment Co., Ltd.:Chen,Chi-Tai |
23,430,172 | 7.75 |
| Representative of Yi Tai Shen Co., Ltd.: Wang, Chang-Ping |
14,790,300 | 4.89 |
| Sheng Shang InvestmentCo., Ltd.: Huang, Li-Rong |
12,737,500 | 4.22 |
| Chang,Ching-Chi | 7,580,100 | 2.51 |
| Chang,Yu-Chi | 5,804,450 | 1.92 |
| E-Sheng Steel Co.,Ltd. Yan, Cing-Li |
4,820,400 | 1.60 |
| Lee, Shih-Ho | 3,352,397 | 1.11 |
| Sun ,De-Bin | 3,150,108 | 1.04 |
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CHUN YU WORKS & CO., LTD.
(V) Market price, net value, earnings, dividend per share and related information over the last 2 years :
| Item | Year | Year | 2022 |
2023 | Current year as of 2024.03.31 (Note 5) |
|---|---|---|---|---|---|
| Market price per share (Note1) |
Highest | 33.50 | 28.80 | 25.00 | |
| Lowest | 21 | 21.85 | 22.10 | ||
| Average | 26.33 | 24.88 | 23.33 | ||
| Net worth per share |
Before distribution | 15.38 | 15.35 | 14.77 | |
| After distribution | 13.88 | 14.36 | - | ||
| Earnings per share |
Weighted average number of shares |
278,733 |
278,733 | 278,733 | |
Earnings per share |
1.93 | 0.91 | 0.23 | ||
| Dividend per share |
Cash dividend | 1.5 | 0.91 | - | |
Bonus shares |
Stock Dividends from Retained Earning |
- | - | - | |
| Stock Dividends from Capital Surplus |
- | - | - | ||
| Accumulated undistributed dividends |
- | - | - | ||
| Investme nt return analysis |
Price / Earnings ratio (Note2) |
13.64 | 27.34 | - | |
| Price / Dividend ratio (Note3) |
17.55 | 27.34 | - | ||
| Cash dividend yield rate (Note4) |
5.70% | 3.66% | - |
Note 1 : Denotes the common shares with highest and lowest market value for each year, calculated for the average annual market value for the trading value of each year and the trading volume. Note 2 : Price / Earnings Ratio = Average Market Price / Earnings per Share
Note 3 : Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 4 : Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Pric
Note 5 : As of the publication date of the annual report, the company has’s had the financial report for 2024 that haven’t been audited or reviewed by CPAs.
(VI) The dividend policy of the Company and the pursuit of the policy i. Dividend policy :
-
1.The Company may proceed to pay out its earnings or appropriate for covering loss carried forward after the end of each semi-annual fiscal period. The Company shall, at the time of paying out earnings, estimate and retain for the payment of applicable taxes, covering loss carried forward, and for legal reserve. The appropriation for legal reserve is no longer necessary if the amount is equivalent to the paid-in capital of the Company. If earnings is paid in cash, the resolution of the Board will be necessary. If earnings is paid by issuing new shares, the resol -ution of the General Meeting of Shareholders will be necessary.
-
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CHUN YU WORKS & CO., LTD.
-
2.The Company shall appropriate its earnings after account settle-
-
ment for each fiscal year for the payment of applicable taxes and covering loss carried forward, followed by the appropriation of 10% as legal reserve and other reversals as required, or as special reserve. The undistributed earnings accumulated in the previous period shall be pooled up with the remainder of the earnings of current period as distributable income, which will be paid at the proposal of the Board and the resolution of the General Meeting of Shareholders.
-
3.Our dividend policy is made taking into account the earnings, funds required for current and future development, and the interests of shareholders. The dividends will not be lower than 50% of the distributable earnings, with cash dividends not lower than 50% of the total dividends. However, the board of directors any apply for adjustment to the AGM in response to changes in the industrial environment or the needs of business operations. The dividend policy of the Company was made on the basis of its earnings and in consideration of the capital requirement for development at present and in the future, and also the interest of the shareholders. Cash dividend payable to the shareholders shall not fall below 50% of the total dividend for payment. In the event of changes in the industry environment or there is a need for corporate planning, the Board shall request the General Meeting of Shareholders for proper adjustment.
-
4.Legal reserve shall be utilized only for covering loss of the Company carried forward and paid out as new shares or cash dividend to the shareholders in accordance with the proportions of their shareholding. If new shares or cash was paid, only the portion of the legal reserve in excess of 25% of the amount of paid-in capital may be utilized for such purpose.
-
ii. The proposal for distribution of dividend to be resolved in this General Meeting of Shareholders :
-
The 2023 earnings distribution proposal was approved at the boardmeeting. The amount of cash dividend paid NT$0.91 per share.
-
iii. No significant change in the dividend policy of the Company is anticipated.
-
(VII) The influence of paying stock dividend as discussed in this General Meeting of Shareholders on the operation performance and earnings per share of the Company : None.
-
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CHUN YU WORKS & CO., LTD.
-
(VIII) Bonuses of Employees, Directors and Supervisors
-
i. The percentage or scope of remunerations to the employees and the Directors as stated in the Articles of Incorporation According to Article 39 of the Articles of Incorporation, the Company makes a profit in a year, the Company shall allocate no less than 2% of the profit for the year as employee's remuneration, and may set aside no more than 2% as directors' remuneration. However, if the Company still has accumulated losses, it should first reserve an amount to offset losses.
-
ii. The accounting of the difference between the estimation of the amount of remuneration to the employees, Directors and Super -visors and the basis of estimate, the basis for the payment of stock as remuneration to the employees and the actual amount of payment: In the event of discrepancy between the estimated amount and the actual amount of payment, the difference will be treated under change in accounting estimate and entered in book as adjustment of the year of payment.
-
iii. Employees are entitled to variable incomes such as performance bonus
The policy of corporate governance and corporate management of the Company not only aims at the achievement of operation but also the design of a reward system for motivating the employees on the basis of the objectives of the departments in operation and personal performance of the employees as reward to their hard work.
-
iv. Remuneration as resolved by the Board :
-
Amount of reward for employees, directors and supervisors in cash or stock :
-
(1) The proposed amount of reward for employees for 2023 is NT$6,095,000 all payable in cash.
-
(2) The proposed amount of reward for directors for 2023 is NT$6,085,000.
-
-
The proportion of the amount of reward for employees distributed in stock in the net profit after tax this year and in the total amount of rewards for employees : None.
-
v. When there is a difference in the actual status of reward (includ -ing number of shares, amount and stock price) distributed to employees, directors, and supervisors in the previous year (2022), state the amount, causes, and settlement of such diff-
-
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CHUN YU WORKS & CO., LTD.
erence : With respect to the board resolution, the reward for both employees and directors consistent with the amout ratified in the 2022 financial statements.
(IX) Status of stock buyback : None.
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CHUN YU WORKS & CO., LTD.
II. Corporate Bonds (including overseas bonds) :
(I) Information on Corporate Bond :
| Tranche/Category | Tranche/Category | The 1st secured corporate bonds in 2021 |
The 1st, the domestic secured convertible bond |
The 2nd domestic secured convertible bond |
The 3rd domestic secured convertible bond |
|---|---|---|---|---|---|
| Date of Issuance | October 15, 2021 | March 25, 2022 | March 25, 2022 | March 25, 2022 | |
| Face Value | 1,000,000 | 100,000 | 100,000 | 100,000 | |
| Place of issuance and exchange |
R.O.C | R.O.C | R.O.C | R.O.C | |
| Issue Price | Issued at full face value |
111.31% of the face value |
111.51% of the face value |
111.25% of the face value |
|
| Total Issuance Amount | 3,000,000,000 |
700,000,000 | 500,000,000 | 400,000,000 | |
| Coupon Rate | (Fixed Rate)0.65% | 0% | 0% | 0% | |
| Duration | 7 years,expiry date: October 15,2028 |
3 years,expiry date: March 25,2025 |
3 years,expiry date: March 25,2025 |
3 years,expiry date: March 25,2025 |
|
| Corporate guarantors | First Commercial Bank Co., Ltd. |
Chang Hwa Commercial Bank Co.,Ltd. |
Hua Nan Commercial Bank Co., Ltd. |
The Shanghai Commercial & SavingsBank Ltd. |
|
| Trustee | Bank SinoPac | Bank SinoPac | Bank SinoPac | Bank SinoPac | |
| Underwriter | First Securities Inc. | IBF Securities Co., Ltd. | IBF Securities Co., Ltd. | IBF Securities Co., Ltd. | |
| Lawyer | Dinghe Law Firm | Hanchen law firm | Hanchen law firm | Hanchen law firm | |
| CPAs | Pricewaterhouse- Coopers |
Pricewaterhouse- Coopers |
Pricewaterhouse- Coopers |
Pricewaterhouse- Coopers |
|
| Principal Payment | Simple interest from at coupon rate from the day of offering at the calculated and payable annually. Repayment of principal and payment of interest at one time atmaturity. |
In accordance with Article 6 of the Regulations Governing the Issuance and Conversion of the Company's 1rst Domestic Secured ConvertibleBonds |
In accordance with Article 6 of the Regulations Governing the Issuance and Conversion of the Company's 2nd Domestic Secured ConvertibleBonds |
In accordance with Article 6 of the Regulations Governing the Issuance and Conversion of the Company's 3rd Domestic Secured ConvertibleBonds |
|
| Outstanding balance | 3,000,000,000 | 700,000,000 | 500,000,000 | 400,000,000 | |
| Terms and conditions for early redemption or repayment |
NA |
In accordance with Article 17 and 18 of the Regulations Governing the Issuance and Conversion of the Company's 1rst Domestic Secured ConvertibleBonds |
In accordance with Article 17 and 18 of the Regulations Governing the Issuance and Conversion of the Company's 2nd Domestic Secured ConvertibleBonds |
In accordance with Article 17 and 18 of the Regulations Governing the Issuance and Conversion of the Company's 3rd Domestic Secured ConvertibleBonds |
|
| Restrictive clauses | NA | NA | NA | NA | |
| Name of credit rating agency, dates of rating, and ratings awarded |
NA | NA | NA | NA | |
| Attached with other |
Amount of common stock, |
NA | NA | NA | NA |
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CHUN YU WORKS & CO., LTD.
| rights | GDR/ADR or other securities already converted until the date of publication of the annual report (swapped or subscribed for) |
||||
|---|---|---|---|---|---|
| Regulations for Issuance and Conversion (Swap or Subscription) |
NA | In accordance with the Regulations Governing the Issuance and Conversion of the Company's 1rst Domestic Secured ConvertibleBonds |
In accordance with the Regulations Governing the Issuance and Conversion of the Company's 2nd Domestic Secured ConvertibleBonds |
In accordance with the Regulations Governing the Issuance and Conversion of the Company's 3rd Domestic Secured ConvertibleBonds |
|
| Status of potential dilution of equity by the Regulations for Issuance and Conversion, Swap or Subscription, and the issuing terms and conditions, and impact thereof on the existing shareholders’equity. |
NA | No significant influence so far. |
No significant influence so far. |
No significant influence so far. |
|
| Name of custody institute |
NA | NA | NA | NA |
Note : For additional information on the offering of domestic secured convertible bonds of the Company for the 1st, 2nd, and 3rd issue, refer to the Listing of Convertible Bonds (with subscription warrants) posted on the MOPS website.
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CHUN YU WORKS & CO., LTD.
(I) Information on convertible bonds :
i. CHUNYU 1
| i. CHUNYU 1 | |||
|---|---|---|---|
| Tranche/Category | The 1st, the domestic secured convertible bond | ||
| Item \ Year | 2023 | Current year as of 2024.03.31 |
|
| Market value of convertible bonds |
Highest | 108 | 106 |
| Minimum | 100 | 101 | |
| Average | 103.12 | 102.74 | |
| Conversion price | $32.5 | ||
| Issue (transaction) date and conversion price at the time of issue |
2022.03.25 / $37.5 | ||
| Fulfillment of conversion obligations |
Offering new shares |
ii. CHUNYU 2
| ii. CHUNYU 2 | |||
|---|---|---|---|
| Tranche/Category | The 2st, the domestic secured convertible bond | ||
| Item \ Year | 2023 | Current year as of 2024.03.31 |
|
| Market value of convertible bonds |
Highest | 107.5 | 104.6 |
| Minimum | 100 | 101 | |
| Average | 103.24 | 102.1 | |
| Conversion price | $32.5 | ||
| Issue (transaction) date and conversion price at the time of issue |
2022.03.25 / $37.5 | ||
| Fulfillment of conversion obligations |
Offering new shares |
iii. CHUNYU 3
| iii. CHUNYU 3 | |||
|---|---|---|---|
| Tranche/Category | The 3st, the domestic secured convertible bond | ||
| Item \ Year | 2023 | Current year as of 2024.03.31 |
|
| Market value of convertible bonds |
Highest | 108 | 104 |
| Minimum | 100 | 101 | |
| Average | 103.58 | 102.79 | |
| Conversion price | $32.5 | ||
| Issue (transaction) date and conversion price at the time of issue |
2022.03.25 / $37.5 | ||
| Fulfillment of conversion obligations |
Offering new shares |
III. Preferred Shares : None.
IV. Global Depository Receipts (GDR): : None.
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CHUN YU WORKS & CO., LTD.
-
V. Employee Stock Options : None.
-
VI. New restricted employee shares : None.
-
VII. Issuance of New Shares for Merger, Acquisition or Exchange of Other Companies’ Shares : None.
-
VIII. Financing Plans and Implementation : None.
-
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CHUN YU WORKS & CO., LTD.
Chapter V : Operations Profile
-
I. Business Activities
-
(I) Business scope
-
i. Main businesses :
-
Manufacturing and trading of various kinds of iron and steel, machinery, and tools.
-
Manufacturing and trading of various kinds of screws, nuts, wood screws, polished steel bar, cold coils, spheroidized steel materials, and iron wire.
-
Thermal processing and acid wash, surface treatment, and finishing of the products.
-
Manufacturing and trading of automotive and bicycle parts and components.
-
The design, manufacturing, and undertaking of contracts for ant -i-pollution and water treatment work machine and equipment.
-
The removal and treatment of acidic wastes and solid wastes.
-
The manufacturing and trading of acidic wastes and oxidized iron.
-
-
ii. Business weighting :
Unit : NTD thousand
| Year Product |
2023 | 2023 |
|---|---|---|
| Amount | % | |
| Screws | 1,554,352 | 18.37 |
| Nuts | 498,284 | 5.89 |
| Self-tapping screws |
3,094,708 | 36.58 |
| Polished wires | 600,003 | 7.09 |
| Spheroidized annealing wire |
1,394,475 | 16.48 |
| Equipment | 1,005,270 | 11.88 |
| Steel | 29,902 | 0.35 |
| Others | 283,647 | 3.36 |
| Total | 8,460,641 | 100 |
iii. The company’s current products (services) and new products to be developed :
- Current products (services) :
Spheroidized annealing wires, polished wire rods, hex-head screws, high-tensile bolts, torque-control high-strength bolts and nuts, shear studs, crews and nuts for construction, various anchor bolts, carriage bolts, hex-head cap screws, nuts, nylon screws, stainless steel nuts, self-tapping screws, hard wood screws, self-drill screws, stain -less steel self-tapping screws, collated screws, railway fastener
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CHUN YU WORKS & CO., LTD.
system and the design and undertaking of various pollution control and water treatment machinery and equipment.
-
New products and services to be developed :
-
(1) Development of specialty screws and nuts for various electric vehicles.
-
(2) Development of various pollution control and heat treatment processing technologies.
-
(3) Development of technologies to enhance annealing product quality.
-
(4) Development of screws for green energy generation systems.
-
(5) Development of specialty screws for the high-speed railway and rapid-transit railway systems.
-
(6) Development of the surface treatment technology free of heavy metal pollution.
-
(7) Precision machining parts.
-
(8) Railway fastener and assembly systems.
-
(9) Hot-forging assemblies and surface treatment.
-
(II) Industry overview
-
i. Industry overview and development :
Taiwan is the 3rd largest exporting country of screws in the world and has sold the products to more than half of the countries worldwide. Of all the export-oriented industries, screws could be regarded as a symbolic item for export. There are more than one thousand screw manufacturers in Taiwan with more than half located at pivotal sites of iron and steel, transportation and industry south of Guiren and Rende of Tainan, and north of Gangshan and Luzhu of Kaohsiung.
The screw industry of Taiwan started as an industry for domestic sale. It was not until the outbreak of the Vietnam War that the massive purchase of nuts and bolts from Taiwan helped to lay down the foundation for the transformation of the industry to export-oriented mode. Yet, the rise of the “Red Supply Chain” in China and the rapid advancement of the production and refinery technology in Southeast Asia posed a challenge to the industry of Taiwan. It was echoed with the surge of land prices and labor costs in Taiwan. The result was the massive displacement of the manufacturing sector of Taiwan overseas. Accordingly, the leading position of the screw industry of Taiwan declined. In the wake of the increasingly acute competition in the market, Taiwan redesigned her manufacturing strategy with a focus on professional division of labor, upgrade of production lines, concentration on
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CHUN YU WORKS & CO., LTD.
R&D and innovation, and targeted automobiles, aeronautics and medical services so as to expand the sale market and produce fastener products with high added value. This could allow Taiwan to maintain her dominant position in the international market of the screw industry.
Macroeconomic performance in 2023 was generally slow due to the war between Russia and Ukraine, high inflation and interest rate. Demand was weak. The pandemic also affected Mainland China that insolvency was common among property corporations that the performance in the real estate market was not good, which in turn affected the demand in the steel and fasteners market. In 2024, inflation will likely be mitigated. With the quest for interest rate cut and the final stage of inventory adjustment, echoed with the recovery of the screws market, the performance of the Company is expected to be better than the previous year.
- ii. Upstream, midstream and downstream of the industrial :
There is the saying that the iron and steel industry is the “mother of industry” while fasteners are “the rice of industry.” Fasteners are an indispensable part in the manufacturing sector. The screw industry chain includes the wire rod and wire at upstream where screw manufacturers will purchase raw material and deliver the materials to professional processing plants for processing and treatment. It will be followed by the preliminary processing at screw plants, and finally enter the finishing stage of processing, such as heat treatment into high-hardness screws or electroplating processing to enhance anti-rust and anti-corrosion functions, and then surface coating procedures such as baking or spraying, to complete the production of a small, sturdy and durable screw. Economic development and industrialization upgrade intensified the scope of use of screws downstream in almost every industry, like machinery, aeronautics, medical service, construction and architecture. The following chart is compiled by the Department of Industrial Technology at the Ministry of Economic Affairs :
- iii. Development trends of products :
Taiwan is known as the “Kingdom of Screws,” given the production technology of the country is well developed. Indeed, nuts and bolts remain an essential part of export of Taiwan. In the wake of technology advancement, industrial upgrading, and keen competition in the international market, Taiwan is confronted by a war of two
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CHUN YU WORKS & CO., LTD.
fronts. As a result, industrial upgrading, manufacturing overhaul, and strategic adjustment will be the pressing topics. In response to market trends, the development strategy of the Company is specified below :
-
Product certification
-
With the maturity of product development, any countries made efforts in the development of customized service and conformity to local rules and regulations governing product safety. Through certification, enhance customers' awareness of product confidence and stickiness, and build the brand value.
-
Product innovation
-
International and domestic market trends are changing rapidly. As the government promotes sustainable development of enterprises Development and industrial precision, each fastener manufacturer should have a keen industrial insight, with stakeholders to carry out research and innovation, such as special fasteners. The product ion of screws and nuts is fine, environmentally friendly, etc., in order to achieve a higher level of industrial development.
-
Industrial upgrading
-
The Ministry of Economic Affairs has entered into agreements with a number of fastener manufacturers on “Nuts and Bolts Industry NICE Upgrade and Transformation Consulting Program” to assist the nuts and bolts industry of Taiwan to transform and upgrade and resist the impacts from the low-price products from Mainland China. And starts with Niche Product, Intelligent equip -ment, Competent Workers, Eco-friendly process strategies to supervise the enterprises to achieve ”Industry 4.0.” Chun Yu will follow the steps of the government and orient towards smart production and high added value products.
-
Globalization
-
Affected by globalization, information development, and supply chain restructuring, fasteners manufacturers tended to establish other production bases and sale locations elsewhere lately to create the combination of production and sale.
-
iv. Competition situation of the product :
The sustainable upgrading of the forging manufacturing technology of fasteners in China and Southeast Asia, the increasing awareness of environmental protection in many countries, and the upward adjustment of basic salaries push up the cost of production year after year. This narrowed the gap between the domestic industry and overseas competitors. Furthermore, the quality of fasteners in Korea is as good as Taiwan, and Korea has entered into an FTA with the EU and the USA. Even though there is no direct competition between Korea and Taiwan, given the market segmentation and product differentiation
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CHUN YU WORKS & CO., LTD.
between the two countries, once Korea makes an effort to penetrate the main market of Taiwan, the competitive advantage of Taiwan in the international market will be affected.
(III) Overview of Technology and R&D
i. Amount of R&D funds in the previous year :
| Unit:NTD thousand | |||
|---|---|---|---|
| Year | 2023 | By 2024.03 | 2024 projection |
| Amount | 62,903 | 17,497 | 76,987 |
In 2023, the Company committed its effort mostly in the continued refinement of technology for speeding up the yield rate of products, the research and development of new production process and materials in order to cut down the cost of manufacturing on different products. The Company has also made improvement of its recycled acid equipment to increase the proportion of using recycled acid, to reduce carbon emission through the procurement or replacement of equipment as key items for assessment to perform its corporate social responsibility through actions.
ii. R&D Expenditure and Outcomes :
| ii. R&D Expenditure and Outcomes: | |
|---|---|
| Item | Content |
| Product | 1. The screw forming method was granted the invention patent certificate (No. I576180) by the Intellectual Property Office, Ministry of Economic Affairs. 2. Screw bolt has been recognized by the Intellectual Property Right Bureau of the PRC with the issuance of invention patent certificate no. CN 111120487 B. 3. The bolt was granted the invention patent certificate (No. I673438) by the Intellectual Property Office, Ministry of Economic Affairs. 4. The torque-control high-strength bolts and nuts were granted the certificate of compliance (Guo-Chan-Fa-Zi No. 7411-0112) by Taiwan Power Company. 5. Success in the R&D of high-strength heavy nuts The torque-control high-strength bolts and nuts are characterized by the breakthrough in quality control, quick precision processing, surface treatment and heat treatment difficulty. 6. Success in the R&D and mass-production of the arc-welded stud for shear and concrete connection 7. Completion and gradual delivery of the specialty screws for use on the Taiwan High Speed Railway and Kaohsiung Metro. 8. Development of fasteners for heavy machinery. 9. Specialty wall plugs/anchors. 10. Specialty screws, nuts and rivets for cars and motorcycles. 11. Collated screws. 12. Screws and nuts for car and motorcycle engines. |
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CHUN YU WORKS & CO., LTD.
| Item | Content |
|---|---|
| 13. Precision machining parts 14. Stamping parts 15. Railway fastener system 16. Stainless steel self-drill screws. 17. Specialty screws for bicycle transmission mechanisms and brake systems. 18. Self-drill screws 19. Long self-tapping screws. |
|
| Quality | 1. Establish a viable quality assurance system and accredited with ISO 9001 quality management system. 2. Established and implemented the statistical process control (SPC) quality control system. 3. Established a product quality base to ensure stable product quality in production. 4. Recognized by the BSMI of Ministry of Economic Affairs in 5 products with the issuance of the brand-honored certificate (high strengthen bolt with torque control, hexagonal nuts and flat grommet set, arc welding shearing stud, hexagonal screws, hexagonal nuts, and bore screws). 5. Accredited with the A2LA 17025 of USA. 6. Accredited with the IATF-16949, AS 9100 qualify systems. 7. Accredited with CE Making EN14399-1, 15048-1, 14566 and 14592 certifications. 8. Accredited with JIS Making JISB1176 ST12.9 hex socket head bolt, JIS B1180 ST4.8. ST8.8, ST10.9 hex socket head bolt, JISB1186 F10T high-strength hexagon bolts, JIS B1125 self-tapping screws certifications. 9. Accredited with the US ICC-ES (AWS D1.1/D1.1M for shearing studs. |
| Equipment | 1. Success in the development of the screw quality auto-checker It is progressively equipped on production equipment to reduce labor expenses, lower quality costs and enhance work efficiency. 2. LPG steam equipment to reduce energy costs. 3. Purchase of optical screeners to ensure 100% yield of automotive screws. 4. 2D and 3D measuring instruments, materials spectrometer, computer tapping machine. 5. Purchase of head forming machines for long screws under gauge M6. 6. Purchase of screw die re-headers 7. Purchase of self-drilling screw tail forming machines 8. Purchase of screw high-speed tail cutters 9. Modification of equipment and machine to enhance the precision capacity in manufacturing. |
| Pollution Control |
1. Renewal of wastewater and sludge equipment. 2. Completion of air pollution source change and smoothly acquired the operation permit. 3. Establishment of the complete environmental management system and pass the SGS evaluation Passed ISO14001 and ISO45001 certifications |
(IV)Long-term and short-term business development plans i. Short term business development plan
- Business strategy :
(1) Deepen overseas business, and strengthen international management.
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CHUN YU WORKS & CO., LTD.
- (2) Layout global channels, and expand sales market.
- (3) Concentrate on R&D and innovation, produce a wider array of products.
- (4) Integrate resources of the Group, wield corporate synergy.
- (5) Strengthen the management of capital, upgrade operation performance.
- (6) Provide comprehensive training and establish a culture of integrity.
-
Production strategy :
-
(1) Planning the manufacturing process to improve production efficiency.
-
(2) Reinforce critical capacity, upgrade production performance.
-
(3) Allocate inter-plant resources, bolster utilization rate of the 。
-
production lines
-
-
(4) Establish an information contact channel with cooperative manufacturers to ensure the immediacy and smooth com-
-
munication.
-
Product strategy :
-
(1) Develop customized items to meet market needs.
-
(2) Assist in strengthening the value and innovation of products.
-
(3) Reduce the operational risk of products and strive for the principle of balanced production.
-
(4) Marketing strategy :
- (1) Strengthen customer service and business.
- (2) Refine the content of the Company website and enhance media exposure.
-
(3) Develop new market and customers and establish diversified marketing channels and mode of sale for a diversified mark-
-
eting channels and mode of sale for a larger market share and better profit.
-
ii. Long-term business development plan
- Net Zero transformation :
Support the policies of international institutions and the competent authorities through the incremental optimization of the production process and inception of smart production of the Company. Map out the plan for carbon footprint management through process improvement and energy conversion to upgrade and transform the know-how on hand. Respond to envir -onmental protection and advancing the net zero emission objective in 2050.
-
Circular economy :
-
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CHUN YU WORKS & CO., LTD.
Technological development and the refinement of manufacturing know-how dictated for higher consumption of water, materials, and energy. Further to the treatment of water poll -utants and waste acid, the Company seeks to enhance the efficient use of energy and resources through routine update of procedure to reduce pollution and generation of solid waste in order to create a green economy.
II. Market and Sales Overview
(I) Market Analysis :
i. Sales Regions and Proportion of Major Projects :
Unit : NTD thousand
| Market Analysis: i. Sales Regions and |
Proportion of Major Projects: Unit:NTD thousand |
Proportion of Major Projects: Unit:NTD thousand |
|---|---|---|
| Year Region |
2023 | |
| AMT | % | |
| Taiwan | 2,332,587 | 27.57 |
| Hong Kong China | 2,263,517 | 26.75 |
| USA | 688,121 | 8.13 |
| Other countries | 3,176,416 | 37.55 |
| Total | 8,460,641 | 100 |
ii. Market share :
According to the data released by Global Information, the size of global fastener market is expected to grow from USD89.7 billion in 2022 to 127.3 billion in 2030 with CAGR at 4.5%. The automotive, aviation and aerospace, and construction industries will be the prime force driving for the growth. Regionally, Asia-Pacific will be the biggest market for the fastener industry. In 2023, inflation, interest rate surge, and the recession of the property market in China made resulted in the decline in purchase orders for the fasteners firms where the demand in for construction use fasteners was affected significantly. The demand for fasteners in the aviation and aerospace, EV, photovoltaic energy, railway transportation industries turned strong, as border quarantine lifted, the net carbon emission policy, and the proactive effort of China and the USA in launching the infrastructure building projects. The shipment volume in 2024 will be optimistic. The demand in the industries is specified below:
1.Construction industry :
High inflation and the surging interest rate interfered with the market, to the effect that related enterprises elected to down-ward adjust their inventory level. This is particularly
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the case in China. Under the pandemic control policy in China, purchase orders and sale were both on the decline. It is expected that interest rate surge will slow down and the pandemic control policy will be eased in 2023 such that recovery will be imminent under the resumption of demand. In Europe and the USA, the demand for construction of new houses dropped and the customers tended to downward adjust their inventory level. As a result, sales were slow. With the downward adjustment of inventory level of customers coming to an end, and the influence of the levy of anti-dumping tax of the EU on fasteners from China, purchase orders previously placed by the EU to the fastener man-
- ufacturers in China are expected to decline and shift to ROC. 2.Aerospace Industry :
Border blockade in many countries was lifted as COVID-19 was kept under control. It was echoed with the continued growth of demand for new models. It is expected that busin-ess in the future will resume to the level before the outbreak of the pandemic.
- 3.Solar industry :
The ongoing advocacy of sustainability through energy sav-ing and carbon reduction worldwide, coupled with the energy crisis triggered by climate change and armed conflicts that compelled all countries to search for substitute energy as the urgent task. It is expected that the demand for fasteners used in the photovoltaic energy sector will be skyrocketing in 2 to years.
- Competitive edge
Chun Yu has the following competitive edges to tackle with the unanticipated change in the industry and keen competition among the industry peers:
- (1) Production capability:
Screws are manufacturing under the production process including forging, shaping, heat processing, and rust-proof. Chun Yu seeks to expand its production capacity, refinement of equipment, and establishment of an information system to meet operation need and the effective control of production process and delivery deadline. Group resources and operation strategy will also be integrated in the manufacturing chain.
- (2) R&D capability:
Chun Yu spares no effort in the development of the
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performance and enhanced precision of its screw products, and makes ceaseless effort to improve the forging process in response to customer feedback and test result to meet the needs of high quality, diversity in specification and delivery in short notice.
- (3) Marketing capacity:
Chun Yu has successfully penetrated into the markets in America, Europe, and Asia for the time being. Further to serving the customers in existence, the Company will also broaden its visibility and develop new customers through the Internet and media in marketing.
- (4) Corporate management:
The management team of Chun Yu is well-seasoned and in possession of related industry knowledge, and can get the grip of the changes in the industry at any time with proper adjustment of the operation strategy. The team also integrates the resources of the group and optimize the overall capacity in production and sale.
-
Factors favorable and unfavorable for development in the long run, and the policy in response to the situations: (1)Favorable factors:
-
① Deployment of sale channels worldwide.
-
②Economy and resource sharing among group members.
-
③Smart production.
-
④High added value of products in great variety of products.
-
⑤With an edge in production scale and market share.
⑥In-depth cultivation of the domestic and overseas market with the creation of brand value.
-
(2) Unfavorable factors:
-
①Industrial dislocation and human resources draining
out.
②Acute competition in price among domestic and overseas industry peers that affects product price and gross margin.
- ③The levy of carbon emission tax and fee worldwide pushed up the cost of operation.
(3)Responses:
-
①Focus on niche products to reduce the cost of
-
production.
-
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CHUN YU WORKS & CO., LTD.
②Integrate group resources to improve production performance.
③Invest in innovative research and development and make high quality products.
-
④Align with the global trend and commit to the
-
development of green energy.
⑤Develop and training professionals and keep the foundation of technology in Taiwan.
- ii. Important applications and manufacturing processes of major products :
i. Wire (annealing and polished) :
Wires are widely used for manufacturing screws, nuts, hand tools, steel wires, auto parts and electronic components.
==> picture [425 x 74] intentionally omitted <==
----- Start of picture text -----
Wire IQC Pickling and Wire FQC
Packaging and
----- End of picture text -----
- ii. Metal fittings (screws, nuts, tapping) :
Metal fittings are widely used on automatic fasteners, railway system fasteners, construction fasteners, and electronic fasteners.
==> picture [425 x 83] intentionally omitted <==
----- Start of picture text -----
Wire Heav Spher Pickli Fine Head Tread
Pack Scree Surface Heat
----- End of picture text -----
iii. Supply of major ingredients :
The steel price was expected to be stable in the first half of 2024. Currently, most steel is purchased domestically. We will import materials when there is domestic supply shortage.
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CHUN YU WORKS & CO., LTD.
| i. Major Suppliers in the past two years: Unit:NTD thousand |
By Q1 in 2024 | Relations with issuers |
- | - | - | - | |
|---|---|---|---|---|---|---|---|
| Percentage in annual net purchase amount by the previous quarter (%) |
20.92 |
15.54 |
10.86 |
52.68 |
100.00 |
||
| Amount | 268,861 | 199,715 | 139,614 | 676,896 | 1,285,086 |
||
| Name | Company A | Company B | Company C | Other | Net purchase | ||
| 2023 | Relations with issuers |
- |
- |
- | - |
- |
|
| Annual net purchase ratio (%) |
17.06 |
15.68 |
- | 67.26 |
100.00 |
||
| Amount | 815,709 | 749,537 | - | 3,215,118 | 4,780,364 |
||
| Name | Company A | CompanyB | - | Other | Net purchase | ||
| 2022 | Relations with issuers |
- | - | - | - | - | |
| Annual net purchase ratio (%) |
15.56 |
- | - | 84.44 |
100.00 |
||
| Amount | 1,091,029 | - | - | 5,922,311 | 7,013,340 |
||
| Name | Company A | Company B | - | Other | Net purchase | ||
| No. | 1 | 2 | 3 |
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| Unit:NTD thousand | By Q1 in 2024 | Relations with issuers |
- |
- |
|---|---|---|---|---|
| Percentage in annual net sale amount by the previous quarter (%) |
100% |
100% |
||
| Amount | 2,018,250 | 2,018,250 | ||
| Name | Other | Net Sale | ||
| 2023 | Relations with issuers |
- |
- |
|
| Annual net sale ratio (%) |
100.00 |
100.00 |
||
| Amount | 8,460,641 | 8,460,641 | ||
| Name | Other | Net Sale | ||
| 2022 | Relations with issuers |
- |
- |
|
| Annual net sale ratio (%) |
100.00 |
100.00 |
||
| Amount | 11,049,641 | 11,049,641 | ||
| Name | Other | Net Sale | ||
| No. |
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CHUN YU WORKS & CO., LTD.
(V) Production value of the last two years :
Unit : MT/NTD thousand
| (V) Production | value of the last two years: | value of the last two years: | value of the last two years: | Unit:MT/NTD thousand | Unit:MT/NTD thousand | Unit:MT/NTD thousand |
|---|---|---|---|---|---|---|
| Year production Value Major commodity (sector) |
2022 |
2023 | ||||
| Major commodity | Capacity | Yield | Value | Capacity | Yield | Value |
| Screws | 39,580 | 15,074 | 744,614 | 39,580 | 14,742 | 674,751 |
| Nuts | 11,960 | 5,241 | 368,212 | 11,960 | 3,615 | 248,147 |
| Self-tapping screws | 42,190 |
19,584 | 1,388,541 | 42,190 | 28,605 | 2,029,649 |
| Polished wires | 101,100 | 51,196 | 961,672 | 101,100 | 22,760 | 591,059 |
| Spheroidized annealingwire |
134,706 | 76,112 | 1,794,003 | 134,706 | 48,369 | 1,426,405 |
| Equipment | - | - | 814,694 | - | 886,076 | |
| Steel | - | - | - | - | ||
| Other | - | - | 229,934 | 313,259 | ||
| Total | 329,536 | 167,207 | 6,301,670 | 329,536 | 118,091 | 6,169,346 |
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CHUN YU WORKS & CO., LTD.
(VI) Sales value of the last two years :
Unit : MT/NTD thousand
| (VI) | Sales value of the last two years: | Sales value of the last two years: | Sales value of the last two years: | Sales value of the last two years: | Unit:MT/NTD thousand | Unit:MT/NTD thousand | Unit:MT/NTD thousand | Unit:MT/NTD thousand |
|---|---|---|---|---|---|---|---|---|
| Sale Year Value Major commodities (sector) |
2022 |
2023 | ||||||
| Import | Export | Import | Export | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Major commodity | 28,030 | 1,791,396 | 779 | 85,402 | 26,507 | 1,492,939 | 737 | 61,413 |
| Screws | 7,120 | 500,086 | 770 | 77,758 | 7,534 | 468,615 | 162 | 29,669 |
| Nuts | 22,348 | 1,926,002 | 15,502 | 1,524,680 | 26,966 | 2,035107 | 10,272 | 1,059,601 |
| Self-tapping screws |
36,635 | 1,003,893 | 1,119 | 37,598 | 22,923 | 582,049 | 595 | 17,954 |
| Polished wires | 55,410 | 1,765,941 | 3,683 | 181,023 | 42,126 | 1,205,252 | 4,123 | 189,223 |
| Spheroidized annealingwire |
78 | 187,472 | 212 | 896,319 | - | 701,120 | - | 304,150 |
| Equipment | 34,411 | 688,600 | - | - | 1,683 | 29,902 | - | - |
| Steel | 64,772 | 221,288 | 17,520 | 162,183 | - | 181,036 | - | 102,611 |
| Other | 248,804 | 8,084,678 | 39,585 | 2,964,963 | 127,739 | 6,696,020 | 15,889 | 1,764,621 |
III. The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels :
| Year | Year | 2022 | 2023 | 2024 as of the date of publication of the Annual Report (2024.03.31) |
|---|---|---|---|---|
| Number of employees | 423 | 377 | 347 | |
| Average age | 41.39 | 42.28 | 42.9 | |
| Average service year | 10.21 | 10.91 | 11.5 | |
| Academic distribution (%) |
Ph.D. | 0.71% | 0.53% | 0.30% |
| Master’s degree | 4.73% | 4.24% | 4.30% | |
| College | 52.25% | 41.12% | 54.2% | |
| High school | 34.75% | 46.15% | 33.4% | |
| Below highschool |
7.57% | 7.96% | 7.80% |
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CHUN YU WORKS & CO., LTD.
-
IV. Environmental Expenditure Information :
-
(I)Any losses (including compensations and violations of environmental protection laws found in environmental audits with information regarding the date of punishment, ticket number, regulations breached , contents of breach and contents of punishment) due to pollution in the last two years and by the date of report publication and disclose the estimated amount at present and in the future and counter-
-
measures or the reasons preventing estimation :
| Date of punishment |
Items of punishment | Items of punishment |
|---|---|---|
| 2023/1/13 | Punishment Letter No. |
Fine Notification No. 20-112-010024 |
| Regulations Violated |
Air Pollution Control Act Article 34, paragraph 4. |
|
| Content of Regulations Violated |
The personnel designated to the position cannot hold other positions in environmental protection works. |
|
| Content of Punishment |
A fine of NT$200,000 | |
| 2023/1/13 | Punishment Letter No. |
Fine Notification 20-112-010025 |
| Regulations Violated |
Air Pollution Control Act Article 34, Item 4 | |
| Content of Regulations Violated |
In case of a change in the air pollution representative, apply with the competent authority within 15 days for approval. |
|
| Content of Punishment |
A fine of NT$200,000 | |
| 2022 | There was not punished by any agency. |
- (II)Measure : Education and training will be provided to relevant personnel.
(III)Environmental protection capital expenditure in the next three years
| Year Contents |
2023 | 2024 | 2025 |
|---|---|---|---|
| Air pollution control equipment to be purchased or contents of expenditure |
Enhance the performance of air pollution control equipment |
Setup of sewage and discharged water recycling equipment |
Low-carbon intelligent monitoring of relevant prevention equipment. |
| Amount | 20,000,000 | 5,000,000 | 8,000,000 |
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CHUN YU WORKS & CO., LTD.
-
i. Expected Improvement :
-
The spheroidization furnace of the spheroidization class is equipped with nitrogen oxide treatment equipment.
-
Wastewater treatment discharge water recycling, improve the quality of recycled water, and increase the efficiency of water recycling.
-
The entire factory is equipped with energy resource equipment settings and monitoring to achieve energy control and achieve low carbon and intelligence.
ii. Effects after improvement :
| Year Contents |
2024 | 2025 | 2026 |
|---|---|---|---|
| Effects on net income |
Not significant effect. |
Not significant effect. | Not significant effect. |
| Effects on environment |
Reduce pollutant emissions |
Improve the recovery rate of discharged water and reduce environmental load |
Reduce pollutant emissions and monitor them in real time |
| Effects on competitive position |
Continuous innovation and efforts to reduce environmental load, create a carbon-reducing supply chain, invest in circular economy, take sustainable development as the cornerstone, improve environmental quality, fulfill social responsibilities, enable enterprises to operate sustainably, and establish a green image to set an example. |
- (IV)Working environment and employee personal safety protection measures:
1. Occupational Safety and Health Policy
The Company has made its occupational and safety and health policy in accordance with the Occupational Safety and Health Act and the requirements of the customers and related groups with due respect to the requirement of related stakeholders’ groups on occupational safety and health in order to build a happy and healthy workplace.
The Company is conceived with the notion of disaster prevention as its core value to provide a friendly work environment for the protection of the safety of its employees and the employees of the contractors. The Company also adopts appropriate management tools or well-developed technology and available resources to integrate the issues of occupational safety and health at the plants with the proposal of improvement policies
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at regular intervals. The Company will continue to refine and advocate the culture of safety at workplace, and strengthen the protection management of the operation staff. In addition, the Company also commits resources to fortify the prevention of occupational diseases in order to create a zero-disaster workplace. Quantified indicator system has been established with the extension of occupational safety and health activities to products and related services for the overall upgrade of occupational safety and health performance and effective risk control.
2.Disaster Control
The Company compiles its statistics on occupational hazards in accordance with the FSI promulgated by the Occupational Safety and Health Administration of the Ministry of Labor. With a complete reporting procedure and accident investigation mechanism, the investigation result will be sent as feedback to relevant functional units with the commencement of corrective action and prevention action to reduce the probability of accident. This will help to continue improvement and upgrade occupational safety at workplace. The Company compiled the statistics of occupational hazards over the last 3 years of which the PSI in 2022 and 2023 was held below 0.2 (target value).
| value). | |||||
|---|---|---|---|---|---|
| Statistics on Occupational Hazards |
2021 | 2022 | 2023 | ||
| Total injury of the year byhead count(person) |
6 | 2 | 3 | ||
| Total loss of working daysyear(day) |
277 | 5 | 6 | ||
| Total work hours of the year(hour) |
1,664,760 | 1,664,760 | 995,394 | ||
| Disability Severity Frequency (FR) |
3.6 | 1.2 | 3.01 | ||
| Disability Severity Rate (SR) |
166.39 | 3.00 | 6.03 | ||
| Frequency Severity Indicator(FSI) |
0.77 | 0.06 | 0.13 |
Remark:
FR= Disability fatality by head count ×1,000,000 / Total work hours. SR= Disability fatality by day loss ×1,000,000 / Total work hours. FSI = √ ((SR×FR)/1000)
The Company review and study on improvement options and revise
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related rules and regulations governing the items of inspection, machine safety interactive component inspection, and reiteration of safety and life protection from time to time. The executives express their concern for the physical and psychological state of minds of the employees for assuring their safety in the duration of work performance.
Monitoring of the work environment of labor
The Company conducts work environment monitoring twice a year under law to protect the workers from the hazards of hazardous substances and provide them a safe and comfortable work environment. The monitoring result will be disclosed so that the workers can understand the state of exposure of their workplace to hazards.
Occupational safety inspection
The Environmental Protection and Occupational Safety Department of the Company will map out the Occupational Safety Inspection Plan with the President acting as the chief convenor. The defects detected from the inspection and the action plan for improvement will be loaded to the website as reference for related functional departments in making improvement. The items of recommendation for improvement in each month will be followed up in the quarterly occupational safety and health committee meeting for review and discussion, and map out the best solution.
Occupational Safety Inspection Occupational Safety Inspection Team Inspection from time to time in Special Audit the week Security patrol inside and outside the workplace.
Equipment safety management
The Company classified the machines into different categories and exercises strict control over machine and equipment with danger and conduct thorough inspection as required by law for assuring safe operation of equipment. In 2020, the Company had 177 machines classified as dangerous and must be operated with caution. Routine inspection on these machines is carried out in accordance with the
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CHUN YU WORKS & CO., LTD.
“Regulations Governing the Inspection on the Safe Use of Dangerous Machine and Equipment” for assuring the safe use of these equipment and machines.
| “Regulations Governing the Inspection on the Safe Use of Dangerous Machine and Equipment” for assuring the safe use of these equipment and machines. |
“Regulations Governing the Inspection on the Safe Use of Dangerous Machine and Equipment” for assuring the safe use of these equipment and machines. |
“Regulations Governing the Inspection on the Safe Use of Dangerous Machine and Equipment” for assuring the safe use of these equipment and machines. |
|---|---|---|
| Occupational SafetyEducation and Trainingof the Companyin the last 3years | ||
| Year | Participants in training by head count |
Training by person/hour |
| 2012 | 609 | 3.38 |
| 2022 | 729 | 3.96 |
| 2023 | 719 | 3.97 |
Company verification situation
The Company has been accredited with the ISO 45001 Occupational Safety and Health Management System, and also the OHSAS 18001 system, and has completed the version change of ISO 45001 (by validity period 2024/04/16-2027/03/25 ) successfully in 2021. Action has been taken under the PDCA cycle for the pursuit of occupational safety and health management for assuring the safety and health of the employees at workplace. The Company also expects to provide employees a safe and healthy work environment through the identification of hazards, assessment and control of risk, and external verification and validation.The occupational safety function shall be responsible for the education of occupational safety at the plant sites and assessment of operation risk, and strictly demands contractors to duly observe applicable legal rules governing occupational safety and health at workplace in the course of work performance. The Company will visit the work sites from time to time to conduct inspection without notice to prevent occupational accident and protect the safety of personnel.
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(V)Labor Relations
-
(I) The company’s various employee welfare measures, further edu-
-
cation, training, retirement system and their implementation, as well as labor-management agreements and the measures to main-
-
tain the rights and interests of employees :
-
Employee benefits :
-
(1) Group insurance.
-
(2) Bonuses or gifts on Labor Day, Dragon Boat Festival, MidAutumn Festival and birthday.
-
(3) Quality and production incentives.
-
(4) In-house and external education and training.
-
(5) Year-end bonus and employee profit-sharing.
-
(6) Free uniform, safety shoes and helmet.
-
(7) Scholarship for employees’ children with outstanding acade -mic performance.
-
(8) Employee meals.
-
(9) Various recreational activities and employee tours organized through the staff welfare committee.
-
(10) Company cars and mobiles.
-
(11) Employee health checkup.
-
(12) Gold medal reward for senior employees.
-
(13) Year-end party lucky draw and bonuses.
-
(14) Social group activites like yoga session, handcrafts and different kinds of ball games.
-
(II) Further education
-
Plan training courses according to the operational strategies and annual targets to equip employees with the required knowledge and skills every year.
-
Education and training will be organized for the employee at regular intervals to promote ethical corporate management and integrity at the workplace.
-
Arrange practical training for new employees to help them adapt to the work environment and get familiar with their jobs.
-
Statistics of Employee Further Training Courses in 2023 :
| Training Type | Actual Number of Courses |
Total Training Hours |
Number of Trainees |
|---|---|---|---|
| New Employee Training |
28 | 365 | 214 |
| Quality Control | 12 | 1049.5 | 778 |
| Production,Materials | 24 | 553.5 | 265 |
| Manufacturing | 28 | 1678.5 | 372 |
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| Marketing | 2 | 49 | 22 |
|---|---|---|---|
| EHS | 9 | 254 | 68 |
| IT, Management, Procurement |
5 | 30 | 30 |
| Finance,Accounting | 4 | 64 | 12 |
| Audit,InternalControl | 3 | 30 | 5 |
| Technology,R&D | 3 | 9 | 9 |
| Total | 118 | 4082.5 | 1775 |
(III) Retirement system and implementation :
The Company cares about the physical and psychological health of the employees, and provides coupons for access to recreational and fitness facilities and sports games every year. The Company also instituted the “Regulations Governing Employee Retirement ” for the protection of employees after retirement. An Employee Pension Fund Supervision Committee was established where 4% of the total monthly salaries payable to the employees is allocat -ed to the fund monthly. Pension reserve is also allotted to the special trust account at the Bank of Taiwan for the protection of the rights and privileges of the employees. With effect on 2005.07.01, for employees who elected to go with the new retirement system established by the government, 6% of the total salaries of the employees will be appropriated to their respective personal pension account. For employees who elected to appropriate a higher percentage of the total salaries to the pension account, the Company will withhold the percentage as they wished and deposit to their personal pension accounts of the Labor Insurance Bureau.
- (IV) Labor-management negotiations :
We hold the labor-management meeting regularly to fully communicate and coordinate with employees to ensure a reasonable organization and humanized management to achieve mutual trust and understanding and fusion with employees.
We have also established the “Employee Service Station” and “
-
(1)Suggestion Box” and senior officers often discuss with employeeor union representatives face to face to understand the doubts anddifficulties of employees at any time.
-
(2)Our labor union was established in 1972. Besides maintaining mutual trust, mutual understanding and mutual respect with the union in a rational and harmonious attitude, we have established the “collective bargaining agreement” to state the rights oblig- ations between labor and management, protect the rights and interests of labor, promote labor-management
-
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CHUN YU WORKS & CO., LTD.
co-prosperity, and pursue business development together.
-
(V) Measures to protect employees' rights and interests :
- Comply with relevant laws and regulations.
-
(II) Losses arising from labor-management disputes (including the violation of the Labor Standards Act found in the labor inspection, with information regarding the date of punishment, ticket number, regulations breached, contents of breach and contents of punishment) in the last year up and by the date of annual report publication; and the estimated amounts that may occurred at present and in the future and countermeasures :
-
Violation of the Labor Standards Act found in the labor inspection : None.
-
Countermeasures : we have handled related matters by law.
-
VI. Information Security Management
-
(I) Framework of Information security risk management :
- Information Security Specialist→IT Manager→General Manager /Vice Manager→The Board
-
(II) Potential risks :
- The Company made related information security policies and management regulations with reference to the laws of the government and international standards to assure security and stability of the information network, protect the business information or data of the Company from unauthorized access, use, control, leak, sabotage, modification, damage, or other forms of violations, and to safeguard the confidentiality, integrity, availability of information or data, and the normal running of the core business and production of the Company. The Company has appointed designated personnel as the chief of information security and staff in 2023 in supporting the policy of the government and pursuit of information security governance.
-
(III)Substantive management options:-
Requirement of routine change in access password and the sophistication of password combination for fortifying the identity authentication of the users in access to the system.
-
Installation of firewall and intrusion prevention system (IPS), screening of malicious website, and the safeguard against advance persistent threat (APT) to prevent malicious attack from external networks.
-
The IT Department will conduct online and offline, alternate backup of the core system at regular intervals, and also hold
-
-
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CHUN YU WORKS & CO., LTD.
exercise drill in the recovery of the system after disaster annually.
-
Training, education, and evaluation of the information security staff at regular intervals of the year and reinforcement of the awareness and skills of the personnel in information security.
-
Setup of the control mechanism for Internet surfing, e-mail, personal information of the employees and data leak.
-
Uninterrupted power system (UPS) has been installed at the information machine room and the backup power supply system has also been connected to maintain normal operation of information.
-
(IV) Resources committed to information and communication security management:
-
Routine maintenance, update all information security systems and equipment.
-
Procurement of firewall for the intranet and design to set up the secure zone for server operation.
-
Education and training: all new employees must complete the training program in information security.
-
(V) List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to signifi-
-
cant information security incidents, the possible impacts therefrom, and measures being or to be taken: The Company had no major information security events in the latest year and up to the printing date of this Annual Report.
VII. Important contracts :
| Nature of the agreement |
Parties concerned | Perpetuity of the agreement |
Summary of content | Restriction clause |
|---|---|---|---|---|
| Mid to long-term syndicated loans agreements |
The First Bank and others, a total of 10 financial institutions. |
2010.03.30 to 2025.03.30 |
Retirement of old financial liabilities and pooling up as mid-term working capital |
Nil |
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CHUN YU WORKS & CO., LTD.
Chapter VI : Financial Profile
I. Condensed Balance Sheet and Consolidated Income statement for the Past Five Years
(I) Concise Consolidated Balance Sheet – Adopting International Reporting Standards:
| Unit:NTD thousand | Unit:NTD thousand | ||||||
|---|---|---|---|---|---|---|---|
| Year Item |
Financial analysis for the past five years | Financial data March 31, 2024 |
|||||
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Current assets | 6,456,492 | 6,355,790 |
8,479,764 |
8,707,949 |
8,142,602 |
8,201,689 |
|
| Property, plant and equipment |
3,232,528 | 3,146,059 |
3,090,561 |
3,055,795 |
2,879,339 |
2,856,183 |
|
| Intangible assets | 10,626 | 10,646 |
7,855 |
7,343 |
7,747 |
7,027 |
|
| Other assets | 1,266,680 | 1,232,978 |
1,113,325 |
839,986 |
1,138,648 |
1,181,664 |
|
| Total assets | 10,966,326 | 10,745,473 |
12,691,505 |
12,611,073 |
12,168,336 |
12,246,563 |
|
| Current liabilities |
Before distributi on |
3,373,664 | 3,723,194 |
3,789,447 |
2,343,256 |
1,900,329 |
3,628,877 |
| After distributi on |
3,718,993 | 3,895,858 |
4,077,221 |
2,645,419 |
2,175,297 |
- |
|
| Non-current liabilities |
3,257,541 | 2,890,822 |
4,234,147 |
5,198,887 |
5,188,921 |
3,694,340 |
|
| Total liabilities |
Before distributi on |
6,631,205 | 6,614,016 |
8,023,594 |
7,532,789 |
7,089,250 |
7,323,217 |
| After distributi on |
6,976,534 | 6,786,680 |
8,311,368 |
7,844,306 |
7,364,218 |
- |
|
| Interests attributable to parent company owner |
3,684,062 | 3,484,420 |
3,943,477 |
4,287,612 |
4,277,736 |
4,118,205 |
|
| Capital stock | 2,877,740 | 2,877,740 |
2,877,740 |
3,021,627 |
3,021,627 |
3,021,627 |
|
| Capital reserve | 129,373 | 157,969 |
222,103 |
477,923 |
501,353 |
522,676 |
|
| Retained earnings |
Before distributi on |
1,061,417 | 900,268 |
1,318,785 |
1,386,333 |
1,416,591 |
1,205,235 |
| After distributi on |
716,088 | 727,604 |
1,031,011 |
1,084,170 |
1,141,623 |
- |
|
| Other interests | (95,558) | (162,647) |
(207,956) |
(331,076) |
(394,640) |
(364,138) |
|
| Treasury stock | (288,910) | (288,910) |
(267,195) |
(267,195) |
(267,195) |
(267,195) |
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CHUN YU WORKS & CO., LTD.
| Non-controlling interests |
Non-controlling interests |
651,059 | 647,037 |
724,434 |
781,318 |
801,350 |
805,141 |
|---|---|---|---|---|---|---|---|
| Total equity | Before distributi on |
4,335,121 | 4,131,457 |
4,667,911 |
5,068,930 |
5,079,086 |
4,923,346 |
| After distributi on |
3,989,792 | 3,958,793 |
4,380,137 |
4,766,767 |
4,804,118 |
- |
Note 1 : The financial information is audited by CPAs, except the information of 2024 Q1 reviewed by CPA.
Note 2 : The 2023 earnings distribution proposal was approved by the board meeting on 2024.3.7.
(II) Concise Individual Balance Sheet - Adopting International Financial Reporting Standards:
Unit:NTD thousand
| Year Item |
Year Item |
Financial analysis for the past | Financial analysis for the past | five years | ||
|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| Current assets | 2,561,517 | 2,383,801 |
4,135,421 |
4,357,596 |
3,854,809 |
|
| Property, plant and equipment |
1,944,904 | 1,862,787 |
1,850,334 |
1,818,677 |
1,756,109 |
|
| Intangible assets | 3,219 | 3,284 |
2,731 |
2,057 |
1,860 |
|
| Other assets | 3,080,427 | 3,236,402 |
3,629,942 |
3,576,247 |
4,051,377 |
|
| Total assets | 7,590,067 | 7,486,274 |
9,618,428 |
9,754,577 |
9,664,155 |
|
| Current liabilities |
Before distributi on |
1,120,607 | 1,550,040 |
1,723,154 |
548,743 |
468,570 |
| After distributi on |
1,465,936 | 1,722,704 | 2,010,928 |
850,906 |
743,538 |
|
| Non-current liabilities |
2,785,398 | 2,451,814 |
3,951,797 |
4,918,222 |
4,917,849 |
|
| Total liabilities |
Before distributi on |
3,906,005 | 4,001,854 |
5,674,951 |
5,466,965 |
5,386,419 |
| After distributi on |
4,251,334 | 4,174,518 | 5,962,725 |
5,769,128 |
5,661,387 |
|
| Interests attributable to parent company owner |
- | - | - | - | ||
| Capital stock | 2,877,740 | 2,877,740 |
2,877,740 |
3,021,627 |
3,021,627 |
|
| Capital reser | ve | 129,373 | 157,969 |
222,103 |
477,923 |
501,353 |
| Retained earnings |
Before distributi on |
1,061,417 | 900,268 |
1,318,785 |
1,386,333 |
1,416,591 |
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CHUN YU WORKS & CO., LTD.
| After distributi on |
716,088 | 727,604 | 1,031,011 |
1,084,170 |
1,141,623 |
|
|---|---|---|---|---|---|---|
| Other interests | (95,558) | (162,647) | (207,956) |
(331,076) |
(394,640) |
|
| Treasury stock | (288,910) | (288,910) | (267,195) |
(267,195) |
(267,195) |
|
| Non-controlling interests |
- | - | - | - | ||
| Total equity | Before distributi on |
3,684,062 | 3,484,420 |
3,943,477 |
4,287,612 |
4,277,736 |
| After distributi on |
3,338,733 | 3,311,756 | 3,655,703 |
3,985,449 |
4,002,768 |
Note 1 : The financial information is audited by CPAs. Note 2 : The 2023 earnings distribution proposal was approved by the board meeting on 2024.3.7.
(III) Concise Consolidated Income Statement - Adopting International Financial Reporting Standards:
Unit:NTD thousand
| Year Item |
Financial analysis for the past five years | Financial analysis for the past five years | Financial analysis for the past five years | Financial analysis for the past five years | Financial analysis for the past five years | Financial data March 31, 2024 |
|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| Operating revenue |
9,333,591 | 8,054,615 | 11,810,242 |
11,049,641 | 8,460,641 | 2,018,250 |
| Gross profit | 1,500,379 | 1,149,281 | 2,065,823 |
1,802,493 | 1,319,064 | 313,139 |
| Operating gains/losses |
595,666 | 350,461 | 1,101,333 |
863,739 | 456,288 | 109,296 |
| Non-operating income and expenses |
(16,937) | (4,496) | 17,739 |
17,462 | 63,266 | 14,619 |
| Income before tax |
578,729 | 345,965 | 1,119,072 |
881,201 | 519,554 | 123,915 |
| Net income of continuing operations |
533,743 | 263,036 | 874,177 |
663,116 | 360,678 | 90,011 |
| Losses of discontinued |
- | - | - | - | - | - |
| Net income (loss) | 533,743 | 263,036 | 874,177 |
663,116 | 360,678 | 90,011 |
| Other comprehensive income (net after tax) |
(93,617) | (91,014) | (61,730) |
333 | 10,531 | 46,589 |
| Total comprehensive |
440,126 | 172,022 | 812,447 |
663,449 | 371,209 | 136,600 |
| ~~i~~ |
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CHUN YU WORKS & CO., LTD.
| Net income attributed to owners of the parent owners of the parent |
423,111 | 197,147 | 744,730 |
537,503 | 253,625 | 63,612 |
|---|---|---|---|---|---|---|
| Net profit attributed to non-controlling interests |
110,632 | 65,889 | 129,447 |
125,613 | 107,053 | 26,399 |
| Total profit and loss attributed to the owners of the parent |
338,965 | 117,091 | 689,759 |
527,170 | 268,857 | 94,114 |
| Total profit and loss attributed to non-controlling interests |
101,161 | 54,931 | 122,688 |
136,279 | 102,352 | 42,486 |
| EPS | 1.60 | 0.75 | 2.68 |
1.93 | 0.91 | 0.23 |
Note 1 : The financial information is audited by CPAs, except the information of 2024 Q1 reviewed by CPA.
(IV) Condensed Statement of Financial Position-IFRS (Individual):
Unit:NTD thousand
| Unit:NTD thousand | Unit:NTD thousand | Unit:NTD thousand | Unit:NTD thousand | Unit:NTD thousand | |
|---|---|---|---|---|---|
| Year Item |
Financial Information of the Last Five Years | ||||
| 2019 | 2020 | 2021 | 2022 | 2023 | |
| Operating revenue |
3,889,527 | 3,352,716 | 5,978,369 |
5,478,958 | 3,381,977 |
| Gross profit | 344,887 | 168,144 | 691,681 |
561,945 | 175,072 |
| Operating gains/losses |
73,614 | (61,642) | 377,347 |
259,288 | (66,808) |
| Non-operating income and |
311,591 | 257,215 | 437,755 |
368,038 | 358,900 |
| Income before tax |
385,205 | 195,573 | 815,102 |
627,326 | 292,092 |
| Net income of continuing operations |
423,111 | 197,147 | 744,730 |
537,503 | 253,625 |
| Losses of discontinued |
- | - | - | - | - |
| Net income (loss) | 423,111 | 197,147 | 744,730 |
537,503 | 253,625 |
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CHUN YU WORKS & CO., LTD.
| Other comprehensive income (net after tax) |
(84,146) | (80,056) | (54,971) |
(10,333) | 15,232 |
|---|---|---|---|---|---|
| Total comprehensive |
338,965 | 117,091 | 689,759 |
527,170 | 268,857 |
| ~~i~~ Net income attributed to owners of the parent owners of the parent |
- | - | - | - | - |
| Net profit attributed to non-controlling interests |
- | - | - | - | - |
| Total profit and loss attributed to the owners of the parent |
- | - | - | - | - |
| Total profit and loss attributed to non-controlling interests |
- | - | - | - | - |
| EPS | 1.60 | 0.75 | 2.68 |
1.93 | 0.91 |
Note: The above financial data has been audited by an accountant.Capitalized interest:
(V) Names and Audit Opinions of CPAs of the Last Five Years:
| (V)Names and Audit Opinio | ns of CPAs of the Last Five | Years: | |
|---|---|---|---|
| Year | Names of CPAs | Audit opinions of CPAs | Reason for change of accountant |
| 2019 | Lin, Tzu-Yu;Liu,Tzu-Meng | Unqualified Opinion plus the audit report of the other matter paragraph by otherCPAs |
- |
| 2020 | Lin, Tzu-Yu;Liu,Tzu-Meng | Unqualified Opinion plus the audit report of the other matter paragraph by otherCPAs |
- |
| 2021 | Lin, Tzu-Yu;Liu,Tzu-Meng | Unqualified Opinion plus the audit report of the other matter paragraph by otherCPAs |
- |
| 2022 | Lin, Tzu-Yu;Tien, Chung-Yu | Unqualified Opinion plus the audit report of the other matter paragraph by otherCPAs |
Internal job rotation in accounting firms |
| 2023 | Tien, Chung-Yu;Hsu, Huei-Yu | Unqualified Opinion plus the audit report of the other matter paragraph byother CPAs |
Internal job rotation in accounting firms |
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CHUN YU WORKS & CO., LTD.
II. Financial Analysis in the Past Five Years-IFRS (I) Financial analysis ( Consolidated financial report ):
| Year Analysis Item |
Year Analysis Item |
Financial Information of the Last Five Years |
Financial Information of the Last Five Years |
Financial Information of the Last Five Years |
Financial Information of the Last Five Years |
Financial Information of the Last Five Years |
Financial data March 31, 2024 |
|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2020 | 2022 | 2023 | |||
| Fina ncial Struc ture (%) |
Liabilities to Assets Ratio |
60.4 | 7 61.55 |
63.22 |
59.80 |
58.26 |
59.80 |
| Long-term Capital to PP&E Ratio |
234.88 |
223.21 |
288.04 |
336.01 |
356.61 |
301.72 | |
| Solv ency (%) |
Current Ratio | 191.38 | 170.71 |
223.77 |
371.61 |
428.48 |
226.01 |
| Quick Ratio | 81.58 | 78.19 |
101.12 |
195.53 |
247.17 |
126.23 | |
| Debt Service Coverage Ratio |
5.87 | 4.12 |
12.99 |
9.16 |
5.28 |
15.92 | |
| Utilit y |
Average Collection Turnover (times) |
4.28 | 3.75 |
4.77 |
4.54 |
4.28 |
4.44 |
| Average Collection Days |
85.28 | 97.33 |
76.52 |
80.39 |
85.28 |
82.21 | |
| Average Inventory Turnover (times) |
2.19 | 1.95 |
2.41 |
2.09 |
1.85 |
1.92 | |
| Average Payable Turnover (times) |
9.54 | 9.89 |
11.29 |
11.61 |
13.56 |
13.86 | |
| Average Day(s) of Sales |
166.66 | 187.18 |
151.45 |
174.64 |
197.29 |
190.10 | |
| PP&E Turnover (times) |
2.87 | 2.53 |
3.79 |
3.59 |
2.85 |
2.80 | |
| Total Assets Turnover (times) |
0.86 | 0.74 |
1.01 |
0.87 |
0.68 |
0.68 | |
| Profi tabili ty |
Return on Assets (%) |
5.83 | 3.23 |
8.13 |
6.01 |
3.70 |
0.92 |
| Return on Equity (%) |
12.37 | 6.21 |
19.87 |
13.62 |
7.11 |
1.80 | |
| Profit Before Tax to Capital Stock(%) |
20.11 | 12.02 |
38.89 |
29.16 |
17.19 |
4.10 | |
| Profit Margin (%) | 5.72 | 3.27 |
7.40 |
6.00 |
4.26 |
4.46 | |
| EPS | 1.60 | 0.75 |
2.81 |
1.93 |
0.91 |
0.23 | |
| Cash Flow |
Cash Flow Ratio(%) | 5.88 | 19.69 |
5.64 |
68.86 |
73.43 |
(2.57) |
Cash Flow Adequacy Ratio (%) |
85.40 | 71.36 |
44.19 |
60.15 |
112.44 |
122.57 | |
Cash Re-investment Ratio (%) |
(3.46) | 3.37 | (0.54) | 7.56 |
11.20 |
(0.64) |
|
| Degr ee of Leve rage |
Degree of Operating Leverage |
3.61 | 5.20 |
2.50 |
2.85 |
4.28 |
4.32 |
| Degree of Financial Leverage |
1.26 | 1.45 |
1.10 |
1.16 |
1.36 |
1.33 |
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CHUN YU WORKS & CO., LTD.
Reasons for changes in various financial ratios in the last two years and the quarter before the publication date of the annual report : 1. Increase in current ratio : Mainly due to the decrease in current liabilities compared to 2021, resulting in an increase in this ratio. 2. Increase in quick ratio : mainly due to the decrease in current liabilities compared with 2021, resulting in an increase in this ratio. 3. Decrease in interest coverage ratio : Mainly due to the decrease in pre-tax net profit in 2022, resulting in a decrease in the cost ratio. 4. Decrease in profitability : Mainly due to the decrease in net profit after tax in 2022 resulting in a decrease in the cost ratio. 5. Increase in cash flow ratio : mainly due to the increase in cash inflow from operating activities, resulting in an increase in this ratio.
(II) Financial analysis(Individual financial report):
| (II)Financial analy | (II)Financial analy | sis(Individual financial report): | sis(Individual financial report): | sis(Individual financial report): | sis(Individual financial report): | sis(Individual financial report): |
|---|---|---|---|---|---|---|
| Year Analysis Item |
Financial Information of the Last Five Years | |||||
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| Financial Structure (%) |
Liabilities to Assets Ratio |
51.46 | 6 53.46 |
59.00 |
56.04 |
55.74 |
| Long-term Capital to PP&E Ratio |
332.64 | 318.67 |
426.69 |
506.18 |
523.63 |
|
| Solvency (%) |
Current Ratio | 228.58 | 153.79 |
239.99 |
794.10 |
822.67 |
Quick Ratio |
85.06 | 55.13 |
99.56 |
476.03 |
536.88 |
|
| Debt Service Coverage Ratio |
8.85 | 5.50 |
15.86 |
9.94 |
5.11 |
|
| Utility | Average Collection Turnover (times) |
6.13 | 5.82 |
5.99 |
5.28 |
5.08 |
| Average Collection Days |
59.54 | 62.71 |
60.93 |
69.12 |
71.85 |
|
| Average Inventory Turnover (times) |
2.24 | 2.05 |
2.70 |
2.39 |
2.08 |
|
| Average Payable Turnover (times) |
19.46 | 26.33 |
17.59 |
16.32 |
24.95 |
|
| Average Day(s) of Sales |
162.95 | 178.05 |
135.19 |
152.71 |
175.48 |
|
| PP&E Turnover (times) |
1.99 | 1.76 |
3.22 |
2.98 |
1.89 |
|
| Total Assets Turnover (times) |
0.52 | 0.44 |
0.70 |
0.56 |
0.35 |
|
| Profitabil ity |
Return on Assets (%) |
6.17 | 3.08 |
9.26 |
6.22 |
3.35 |
| Return on Equity (%) |
11.49 | 5.50 |
20.05 |
13.06 |
5.92 |
|
| Profit Before Tax to Capital Stock (%) |
13.39 | 6.80 |
28.32 |
20.76 |
9.67 |
|
| Profit Margin (%) | 10.88 | 5.88 |
12.46 |
9.81 |
7.50 |
|
| EPS | 1.60 | 0.75 |
2.81 |
1.93 |
0.91 |
|
| Cash Flow |
Cash Flow Ratio(%) | 12.32 | 17.13 |
(30.38) |
290.09 |
132.61 |
| Cash Flow Adequacy Ratio (%) |
58.88 | 36.89 |
22.11 |
63.88 |
85.41 |
|
| Cash Re-investment Ratio (%) |
(3.46) | (1.29) | (10.71) | 12.64 |
3.54 |
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CHUN YU WORKS & CO., LTD.
| Degree of Leverage |
Degree of Operating Leverage Degree of Financial Leverage |
9.09 3.01 |
(8.05) 0.58 |
2.68 1.18 |
3.291.46 |
(6.64)0.43 |
|---|---|---|---|---|---|---|
Reasons for changes in various financial ratios in the last two years and the quarter before the publication date of the annual report:
-
Decrease in interest coverage ratio: Mainly due to the decrease in pre-tax net profit in 2023, resulting in a decrease in the cost ratio.
-
Decrease in Average Payable Turnover (times): Mainly due to the decrease in average payable. 3. Decrease in PP&E Turnover (times) Mainly due to decrease in net operating revenue in 2023..
4..Decrease in profitability : mainly due to the decrease in Net income (loss).
5.Decrease in cash flow:Mainly due to the decrease in net cash flow from operation.
6..Decrease in degree of leverageMainly due to the decrease in Operating Income.
1.Financial structure
(1)Liabilities to assets ratio = Total Liabilities/Total Assets
(2)Long-term capital to PP&E ratio = (Total Equity + Non-Current Liabilities) /Net PP&E 2.Solvency
(1)Current ratio = Current Assets/ Current Liabilities
(2)Quick ratio = (Current Assets – Inventory – Pre-paid Expenses) / Current Liabilities
(3)Interest coverage ratio = Net Income Before Income Tax and Interest Expense / InterestExpenses 3.Utility
(1)Balance of Receivables (including accounts receivable and notes receivable due to business) Turnover = net sales/average receivables for each period (including accounts receivable and notes receivable due to business).
(2)Average Collection Days = 365/receivables turnover.
(3)Inventory Turnover = cost of goods sold/average inventory amount.
(4)Balance of Payables (including accounts payable and notes payable due to business) Turnover = cost of goods sold/average payables for each period (including accounts payable and notes payable due to business).
(5)Average Sales Days = 365/inventory turnover.
(6)PP&E Turnover = net sales/ net average PP&E
(7)Total Asset Turnover = net sales/average total assets.
4.Profitability
(1)Return on Assets = [after-tax profit (loss) + interest expense × (1 - tax rate)]/average total assets.
(2)Return on Equity = after-tax profit (loss)/average equity.
(3)Net Profit Rate = after-tax profit (loss)/net sales.
(4)EPS = (Equity attributable to owners of the parent – dividend from preferred shares)/weighted average number of outstanding shares.
5.Cash Flow
(1)Cash Flow Ratio = net cash flow from operation– current liabilities (2)Net Cash Flow Adequacy Ratio = net cash flow from operation over the past five years/(capital expense +addition to inventory + cash dividend) over the past five years.
(3)Cash Reinvestment Ratio = (net cash flow from operation – cash dividend)/(gross PP&E + long-term investment + other non-current assets + working capital). 6.Leverage (1)Degree of operating leverage = (net income – variable cost and expenses from operation)/operating profit.
(2)Financial Leverage = operating income/(operating income-interest expenses).
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CHUN YU WORKS & CO., LTD.
- III. Audit Committee’s Review Report for the Most Recent Year’s Financial Statement
Audit Committee Review Report
The Board of Directors have prepared the Business Report, Financial Statements (including consolidated and separate financial statements), and the proposal for the distribution of earnings for the year 2023. The said financial statements have been audited by PwC Taiwan with the issuance of Auditors’ Report. We have reviewed the said Business Report, Financial Statements, and Proposal for the Distribution of Earnings, which are appropriately prepared. We hereby present this report in accordance with the Securities and Exchange Act for your attention.
Chun Yu Works & Co., Ltd.
Convener of Audit Committee : CHIEN, CHIN-CHENG
March 07, 2024
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CHUN YU WORKS & CO., LTD.
IV. Financial statements of the previous year certified by a CPA. Please refer to Appendix I.
V. Individual financial statement of the previous year certified by a CPA. Please refer to Appendix II.
VI. Insolvency that occurs in the Company and affiliates in the previous year and by the date of annual report publication : NA.
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CHUN YU WORKS & CO., LTD.
Chapter VII : Review of Financial Conditions, Financial Performance, and Risk Management
I. Financial position
The main reasons and impacts of major changes in assets, liabilities and equity in the last two years:
equity in the last two years: |
equity in the last two years: |
equity in the last two years: |
||
|---|---|---|---|---|
| Unit:NTD thousand | ||||
| Year Item |
2023 |
2022 | Difference | |
| Amount | % | |||
| Current assets | 8,142,602 | 8,707,949 |
(565,347) |
(6.49) |
| Property, plant, and equipment (PP&E) |
2,879,339 | 3,055,795 |
(176,456) |
(5.77) |
| Intangible assets | 7,747 | 7,343 |
404 |
5.50 |
| Other assets | 1,138,648 | 839,986 |
298,662 |
35.56 |
| Total assets | 12,168,336 | 12,611,073 |
(442,737) |
(3.51) |
| Current liabilities |
1,900,329 | 2,343,256 |
(442,927) |
(18.90) |
| Non- current liabilities |
5,188,921 | 5,198,887 |
(9,966) |
(0.19) |
| Total liabilities | 7,089,250 | 7,542,143 |
(452,893) |
(6.00) |
| Capital | 3,021,627 | 3,021,627 |
0 |
0.00 |
| Capital reserve | 501,353 | 477,923 |
23,430 |
4.90 |
| Retained earnings |
1,416,591 | 1,386,333 |
30,258 |
2.18 |
| Other equities | (394,640) | (331,076) |
(63,564) |
19.20 |
| Treasury stock | (267,195) | (267,195) |
0 |
0.00 |
| non-controlling interest |
801,350 | 781,318 |
20,032 |
2.56 |
| Total equity | 5,079,086 | 5,068,930 |
10,156 |
0.20 |
| Account for changes in two periods are up to 20% and the amount of changes is up to NT$10 million: 1. Other assets:mainly due to the increase in financial assets at fair value through profit or loss – current and financial assets at fair value through other comprehensive income - noncurrent non-current |
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CHUN YU WORKS & CO., LTD.
II. Financial Performance
The main reasons for major changes in operating income, operating profit and pre-tax net profit in the last two years, the expected sales volume and its basis, the possible impact on the company's future financial business and the response plan :
| II. Financial Performance The main reasons for major changes in operating income, operating profit and pre-tax net profit in the last two years, the expected sales volume and its basis, the possible impact on the company's future financial business and the response plan: |
II. Financial Performance The main reasons for major changes in operating income, operating profit and pre-tax net profit in the last two years, the expected sales volume and its basis, the possible impact on the company's future financial business and the response plan: |
II. Financial Performance The main reasons for major changes in operating income, operating profit and pre-tax net profit in the last two years, the expected sales volume and its basis, the possible impact on the company's future financial business and the response plan: |
II. Financial Performance The main reasons for major changes in operating income, operating profit and pre-tax net profit in the last two years, the expected sales volume and its basis, the possible impact on the company's future financial business and the response plan: |
II. Financial Performance The main reasons for major changes in operating income, operating profit and pre-tax net profit in the last two years, the expected sales volume and its basis, the possible impact on the company's future financial business and the response plan: |
|---|---|---|---|---|
| Unit:NTD thousand | ||||
| Year Item |
2023 | 2022 | Amount Difference |
Change Ratio% |
| Operating revenue |
8,460,641 | 11,049,641 | (2,589,000) | -23.43% |
| OperatingCost | (7,141,577) | (9,247,148) | 2,105,571 | -22.77% |
| Grossprofit | 1,319,064 | 1,802,493 | (483,429) | -26.82% |
| Operating Expense |
(862,776) | (938,754) | 75,978 | -8.09% |
| Operating Income |
456,288 | 863,739 | (407,451) | -47.17% |
| Non-operating income and expenses |
63,266 | 17,462 | 45,804 | 262.31% |
| Income (loss) before tax |
519,554 | 881,201 | (361,647) | -41.04% |
| Income tax expense |
(158,876) | (218,085) | 59,209 | -27.15% |
| Net income (loss) |
360,678 | 663,116 | (302,438) | -45.61% |
| Profit attributable to owners of the parent |
253,625 | 537,503 | (283,878) | -52.81% |
| EPS | 0.91 | 1.93 | (1.02) | -52.85% |
| The changes between the 2 periods accounted for 20% and amounted to NT$10,000,000, and the causal analysis: 1.Operating revenue、Operating costs and Gross profit:The decrease in the current period is mainly due to the unsatisfactory steel market conditions, the slowdown in revenue, and the decline in operating income greater than operating costs. 2.Operating income: Same as the description of Operating revenue、Operating costs and Gross profit. 3.Non-operating income and expenses: The increase in net sales,mainly due to increase in gain on valuation of financial asset. 4.Income(loss)before tax、Net income(loss)、Profit attributable to owners of the parent : Same as the description of Operatingrevenue、Operatingcosts and Grossprofit. |
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CHUN YU WORKS & CO., LTD.
III.Cash flow analysis
(I) Analysis of liquidity in the past two years:
| Year Item |
2023 | 2022 | Increase/reduction ratio |
|---|---|---|---|
| Cash flow ratio | 73.43% | 68.86% | 6.64% |
| Cash flow adequacy ratio |
112.44% | 60.15% | 86.93% |
| Cash reinvestment ratio |
11.20% | 7.56% | 48.15% |
| Ratio change analysis: Cash flow adequacy ratio:This ratio is the impact figure for the five years ,and the increase in the ratio is mainly due to the increase in net cash inflows from operating activities. 2. Cash reinvestment ratio:Mainlydue to the increase in net cash inflows from operatingactivities. |
(II) Analysis of cash liquidity in the next year:
Unit:NTD thousand
| Unit:NTD thousand | Unit:NTD thousand | ||||
|---|---|---|---|---|---|
| Beginning cash balance (1) |
Annual net cash flow from own business activities |
Annual net cash outflow (3) |
Cash balance< (1)+(2)-(3) |
Remedyfor cash shortage | |
| Investment Plans |
Investment Plans |
||||
| 2,552,936 | 600,000 | (600,000) | 2,552,936 | - | - |
| Analysis of cash flow in the year: 1. Business activities:In 2024, the collection situation and the purchase of raw materials and the payment terms of various payables have not changed much. It is estimated that the net cash inflow from business activities will be 400,000 thousand. 2. Investment activities:The net cash outflow of 200,000,000 is expected to be paid for the purchase of fixed assets and other investment activities in 2024. 3. Financing activities:In 2024, it is estimated that the net cash outflow of 400,000,000 will be generated by repaying loans and issuing cash dividends. 4. Remedial measures and flow analysis of estimated cash insufficiency:Not applicable. |
IV. Major capital expenditures during the most recent fiscal year:None
-
V. The company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving reinvestment profitability, and investment plans for the coming year
-
(I) Reinvestment policy in the past year:
- Product quality improvement, competitiveness enhancement, and projection of future market development are the aims of our reinvestment policy, hoping to expand the scale of operations and increase overall profit.
(II) Major causes of profit or loss and improvement plans, and invest-ment plans in the next year:NA
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CHUN YU WORKS & CO., LTD.
VI. Risk analysis and other important matters:
- (1)The impact of interest rate, exchange rate, and inflation rate changes on the Company’s revenue, as well as corresponding
1. Interest rate:
The Company evaluates the interest rates offered by banks in borrowing, and assesses the situation of the financial market with caution. The Company also keep close contact with banks for access to preferential interest rate.
2. Exchange rate fluctuation:
The Company has its strategy in operating foreign exchange and strictly control the process for responding to the changes in foreign exchange.
- 3.Inflation:
The Company pays close attention to the fluctuation of price in market from time to time and maintain positive relation with the suppliers and customers. The Company assesses its financial and business operation carefully to mitigate the impact of inflation on the Company.
-
(2)Policies on high risk, highly leveraged investments, loans to other parties, endorsements, and derivative trading policies, main reasons for profits or losses, and future response measures:
-
Investment under high risks and leverage:The principal investment of the Company is in the steel and iron related industries. The steel and iron industry is a mature industry that entails low risk. In addition, the Company keeps a conservative in operation and sound financial position, and never make high leverage investment.
-
Lending of Capital:None.
-
Endorsement:
-
The Company only endorses and guarantees subsidiaries, Affiliated companies or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages. The endorsement is mostly for funding.The endorsement is in accordance with Procedures for Providing Endorsements and Guarantees to other Parties of the Company and granted with the approval of the Board of Directors. 4.Derivative product transactions:None.
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CHUN YU WORKS & CO., LTD.
-
(3) Future Research & Development (R&D) Plans and Expected R&DExpenses:
-
In 2024, the Company expects ti invest NT$76,987 thousand in research and development.
-
R&D Plan in the future :
-
(a) Step up the training and development of good people.
-
(b) Upgrade the capacity in the tapping speed of screws.
-
(c) Improve the machine and equipment in service and build up the automation function.
-
(d) Intensify environmental protection to meet the requirements of environmental protection under related laws.
-
(e) Improve the molding tools for high tenacity screws to reduce the loss of materials and molding tools.
-
(f) Research and develop new products in alignment with business and market needs, and prompt for industrial upgrading.
-
-
-
(4) Effect on the Company’s financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.
-
(5) Effect on the Company’s financial operations of developments in science and technology (including cyber security risks) as well as industrial change, and measures to be taken in response: None.
-
(6) Effect on the Company’s crisis management of changes in the company’s corporate image, and measures to be taken in response: None.
-
(7) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: None.
-
(8) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: None.
-
(9) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
-
(a)Purchases: Although most raw materials are purchased from domestic steel companies, we sign a long-term supply contract with them to maintain steady materials supply. Product sales are adjusted in accordance with the operating conditions of customers, and transactions with customers remain stable.
-
(b)Sales: The fasteners of the Company are mostly for export sale to regions and counties like the USA, the EU, China, and others for diversification of market risk. In addition, the products of the Company also assess the state of operation of the customers and
-
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CHUN YU WORKS & CO., LTD.
make proper adjustment to product sale for reducing operation risk.
-
(10) Effect upon and risk to the Company in the event a major quantity of shares belonging to a director, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: None.
-
(11) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None.
-
(12) If there is any litigation or non-litigation, please list the significant litigation, non-litigation or administrative litigation with its judgment already made or pending which is related to the Company or the Company’s Directors, Supervisors, General Manager, actual person in charge, shareholders holding more than 10% of the Company's shares or affiliates. If the result may have a significant impact on the shareholders' equity or the price of the Company’s shares, please disclose the fact of the dispute, the claim amount, the date of commencement of the litigation, the principal litigants and the handling of the situation as of the date of publication of the annual report: None.
-
(13) Other important risks and counter measures : None.
VII. Other important matters : None.
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CHUN YU WORKS & CO., LTD.
==> picture [313 x 626] intentionally omitted <==
- 164 -
CHUN YU WORKS & CO., LTD.
| C | C | HUN YU WORKS&C | HUN YU WORKS&C | O., LTD. | O., LTD. | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Major scope of business | Manufacturing and sales of screws and nuts |
Manufacturing and sales of machinery |
Mould making and trading |
Import and export trade of metal products |
Reinvestment and import and export trade |
Manufacturing and sales of screws and nuts |
Professional investment | Manufacturing and sales of machinery |
Sales of screws and nuts | Professional investment | Powder metallurgy | |||||||
| Paid-in Capital | 39,600 | 20,000,000 |
602,900 | 150,000 | 116,679 | 3,800 |
1,018,890 | 33,183 | 1,979,889 | 64,482 |
61,410 | 2,000 |
260,993 | 8,500 |
8,169 | 2,000 |
748,880 | 100,000 |
| TWD | RP | TWD | TWD | TWD | USD | TWD | USD | TWD | USD | TWD | USD | TWD | USD | TWD | RMB | TWD | TWD | |
| Address | JL.RAWA BALI 1/NO.8 INDUSTRIAL EST ATE PULOGADUNG JAKARTA, INDONE SIA |
No.50, Tapao St., Kangshan Dist., Kaohsiung City 820, Taiwan. |
No.28, Tapao St., Kangshan Dist., Kaohsiung City 820, Taiwan. |
1037 WALNUT AVENUE POMONA, CA 91766, USA. |
PORTCULLIS CHAMBERS, 4TH FLOOR, ELLEN SKELTON BUILDING, 3076 SIR FRANCIS DRAKE HIGHWAY, ROAD TOWN, TORTOL, BRITISH VIRGIN ISLANDS VG1110 |
Songmushan Administration Zone, Dalang, Dongguan City 523795, Guangdong Province, China. |
P.O. Box 438 Road Town Tortola British Vigrin Island. |
No. 6639, Jihe Highway, Bahe Town, Qingpu District, Shanghia City, China. |
No. 5, Mingying Road, Luojing Town, Baoshan District, Shanghai City, China. |
No.100, Tapao St., Kangshan Dist., Kaohsiung City 820, Taiwan. |
No. 269, Jiahua Road, Gangshan Dist., Kaohsiung City 820, Taiwan. |
|||||||
| Establishment Date |
1972/02/23 | 1974/06/01 | 1980/08/22 | 1993/01/31 | 1995/07/24 | 1995/09/10 | 1998/01/05 | 1998/05/11 | 1998/07/24 | 1998/11/13 | 2008/01/10 | |||||||
| Name of Enterprise | PT Moon Lion Industries Indonesia |
Chun Zu Machinery Industry Co.,Ltd. |
Chun Bang Precision Co., Ltd. | Chun Yu Works (USA) Lnc. | SCHOLAR HOLDINGS LTD. | ChunYu (Dong Guan) Metal Products Co., Ltd. |
Bvilaimongcity Development Limited Company |
Shanghai Chun Zu Machinery Industry Co., Ltd. |
Shanghai Tongseng Trading Co., Ltd. |
Chun Yu Investment (Shares) Company |
Chun Yu Bio-Tech Co., Ltd. |
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CHUN YU WORKS & CO., LTD.
| Reinvestment and import and export trade |
Reinvestment and import and export trade |
Sales of screws and nuts | Sales of screws and nuts |
|---|---|---|---|
| 30,705 | 1,000 | 30,705 | 1,000 |
| TWD | USD | TWD | USD |
| VISTRA CORPORATE SERVICES CENTRE, GROUND FLOOR NPF BUILDING, BEACH ROAD,APIA,SAMOA. |
No. 5, Mingying Road, Luojing Town, Baoshan District, Shanghai City, China. |
||
| 2010/03/23 | 2010/03/23 | ||
| SUNNY CITY INTERNATION AL LTD. |
Shanghai Uchee Hardware Products Co., Ltd. |
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CHUN YU WORKS & CO., LTD.
-
3.Shareholders presumed to have control and subordinate relationship with the same information: N/A.
-
4.Relationship between the directors, supervisors and general manager of the enterprise:
(As of December 31,2023)
Unit:shares/%
| Unit:shares/% | Unit:shares/% | ||||
|---|---|---|---|---|---|
| Name of Enterprise | Job Title | Name or Representative | Shareholding | ||
| Number of shares |
% |
||||
| Chun Zu Machinery Industry Co.,Ltd. |
Chairperson | Chi-Tai, Chen | Chun Yu Works & Co., Ltd. |
28,821,939 | 47.81 |
| Vice President | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
28,821,939 | 47.81 | |
| Director | Huei-Jeng, Lin | Chun Yu Works & Co., Ltd. |
28,821,939 | 47.81 | |
| Director | Shi-He Li | Chun Yu Works & Co.,,Ltd. |
28,821,939 | 47.81 | |
| Director | Ming-Shen, Sun | SPOT Inc | 859,377 | 1.43 | |
| Director | Chung-Hsien, Li | 317,538 | 0.53 | ||
| Independent Directors |
Xing-Chao ,Tan | - | - | ||
| Independent Directors |
Zhao-Song ,Lin | - | - | ||
| Independent Directors |
Ya-Hong, Wang | - | - | ||
| President | Wu-Jian, Jia | - | - | ||
| Bvilaimongcity Development Limited Company |
Chairperson | Chi-Tai, Chen | Chun Zu Machinery Industrial Co., Ltd. |
USD 2,000,000 | 100 |
| Shanghai Chun Zu Machinery Industry Co., Ltd. |
Chairperson | Chung-Chun, Wong | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 |
| Director | Chi-Tai, Chen | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 | |
| Director | Shi-He Li | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 | |
| Director | Shi-He Li | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 | |
| Director | Wu-Jian, Jia | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 | |
| Director and CEO |
Chan-Fei, Hu | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 | |
| Supervisor | Huei-Jeng, Lin | Laiwangcheng Development Co., |
USD 8,500,000 | 100 |
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CHUN YU WORKS & CO., LTD.
| Ltd. | |||||
|---|---|---|---|---|---|
| Supervisor | Ming-Shen, Sun | Laiwangcheng Development Co., Ltd. |
USD 8,500,000 | 100 | |
| Chun Bang Precision Co., Ltd. |
Chairperson | Chi-Tai, Chen | Chun Yu Works & Co., Ltd. |
15,000,000 | 100 |
| Director | Huei-Jeng, Lin | Chun Yu Works & Co., Ltd. |
15,000,000 | 100 | |
| Director | Chiung-Fen, Wang | Chun Yu Works & Co., Ltd |
15,000,000 | 100 | |
| Supervisor | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
15,000,000 | 100 | |
| President | Ying-Mei, Ciou | - | - | ||
| PT Moon Lion Industries Indonesia |
Chairperson and CEO |
Lien-Tuei, Lin | Chun Yu Works & Co., Ltd. |
14,370,000 | 71.85 |
| Director | Xin-Jie, Cheng | Chun Yu Works & Co.,,Ltd. |
14,370,000 | 71.85 | |
| Director | Vincent Hartono | - | - | ||
| Chairman of the Board |
Rahman Tamin | 960,667 | 4.80 | ||
| Director | Chen Chi-Ta | Chun Yu Works & Co., Ltd. |
14,370,000 | 71.85 | |
| Director | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
14,370,000 | 71.85 | |
| Director | Huei-Jeng, Lin | Chun Yu Works & Co., Ltd. |
14,370,000 | 71.85 | |
| Director | Mintarto Halim | 600,000 | 3 | ||
| Chun Yu Works (USA) Lnc. | Chairperson | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
3,800,000 | 100 |
| Director | Chi-Tai, Chen | Chun Yu Works & Co., Ltd. |
3,800,000 | 100 | |
| Director | Hsing-Ya ,Chang | Chun Yu Works & Co., Ltd. |
3,800,000 | 100 | |
| SCHOLAR HOLDINGS LTD. |
Chairperson | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
33,183,211 | 100 |
| ChunYu (Dong Guan) Metal Products Co., Ltd. |
Chairperson | Chung-Chun, Wong | Scholar Holdings Ltd. | USD 64,482,000 | 100 |
| Director | Chi-Tai, Chen | Scholar Holdings Ltd. | USD 64,482,000 | 100 | |
| Director | Wu-Jian, Jia | Scholar Holdings Ltd. | USD 64,482,000 | 100 | |
| Supervisor | Chiung-Fen, Wang | Scholar Holdings Ltd. | USD 64,482,000 | 100 | |
| Chun Yu Investment (Shares) Company |
Chairperson | Chi-Tai, Chen | Chun Yu Works & Co., Ltd. |
74,888,032 | 100 |
| Director | Huei-Jeng, Lin | Chun Yu Works & Co., Ltd. |
74,888,032 | 100 | |
| Director | Chiung-Fen, Wang | Chun Yu Works & Co., Ltd. |
74,888,032 | 100 | |
| Supervisor | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
74,888,032 | 100 | |
| Chun Yu Bio-Tech Co., Ltd. |
Chairperson | Chi-Tai, Chen | Chun Yu Works & Co., Ltd. |
10,000,000 | 100 |
| Director | Huei-Jeng, Lin | Chun Yu Works & | 10,000,000 | 100 |
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CHUN YU WORKS & CO., LTD.
| Co., Ltd. | |||||
|---|---|---|---|---|---|
| Director | Chiung-Fen, Wang | Chun Yu Works & Co., Ltd. |
10,000,000 | 100 | |
| Supervisor | Chung-Chun, Wong | Chun Yu Works & Co., Ltd. |
10,000,000 | 100 | |
| President | Ting-Yuen, Cheng | - | - | ||
| SUNNY CITY INTERNATION AL LTD. |
Chairperson | Chung-Chun, Wong | Chun Yu Works & Co.,Ltd. |
USD 1,000,000 | 100 |
| Shanghai Uchee Hardware Products Co., Ltd |
Chairperson | Chung-Chun, Wong | Sunny City International Limited. |
USD 1,000,000 | 100 |
| Director | Chi-Tai, Chen | Sunny City International Limited. |
USD 1,000,000 | 100 | |
| Director | Huei-Jeng, Lin | Sunny City International Limited. |
USD 1,000,000 | 100 | |
| Supervisor | Chiung-Fen, Wang | Sunny City International Limited. |
USD 1,000,000 | 100 | |
| Shanghai Tongsheng Trading Co., Ltd |
Chairperson | Chung-Chun, Wong | Shanghai Uchee Hardware Products Co., Ltd. |
RMB 2,000,000 | 100 |
| Supervisor | Chiung-Fen, Wang | Shanghai Uchee Hardware Products Co., Ltd. |
RMB 2,000,000 | 100 |
- 169 -
CHUN YU WORKS & CO., LTD.
| December 31,2023 Unit: NT$ thousand |
EPS | 12.26 | 1.23 | 0.38 | 12.40 | (0.29) | (0.15) | 26.83 | 6.08 | 0.04 | 0.72 | (1.43) | 28.70 | 4.20 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current profit/loss |
245,288 | 74,265 | 5,640 | 47,137 | (9,523) | (9,404) | 53,665 | 51,699 | 86 | 53,940 | (14,334) | 28,702 | 28,762 | |
| Operating Income |
330,297 | 2,911 | 5,139 | 64,776 | (127) | 2,473 | (88) | 54,047 | (444) | (103) | (19,968) | (89) | 35,935 | |
| Operating revenue |
1,710,738 | 472,543 | 137,310 | 510,234 | 0 | 1,331,734 | 0 | 744,123 | 0 | 0 | 93,096 | 0 | 760,498 | |
| Net Worth | 1,011,932 | 1,063,743 | 191,148 | 411,850 | 995,470 | 1,022,525 | 525,010 | 511,817 | (3,818) | 731,692 | 108,888 | 252,386 | 250,195 | |
| Total liabilities |
318,636 | 517,120 | 65,750 | 85,139 | 27,592 | 228,692 | 0 | 420,539 | 34,624 | 27 | 79,257 | 0 | 114,772 | |
| Total assets | 1,330,568 | 1,580,863 | 256,898 | 496,989 | 1,023,062 | 1,251,217 | 525,010 | 932,356 | 30,806 | 731,719 | 188,145 | 252,386 | 364,967 | |
| Authorized Capital |
39,600 | 602,900 | 150,000 | 116,679 | 1,018,890 | 1,979,889 | 61,410 | 260,993 | 8,169 | 748,880 | 100,000 | 30,705 | 30,705 | |
| Name of Enterprise | PT Moon Lion Industries Indonesia |
Chun Zu Machinery Industry Co.,Ltd. |
Chun Bang Precision Co., Ltd. | Chun Yu Works (USA) Lnc. | SCHOLAR HOLDINGS LTD. | ChunYu (Dong Guan) Metal Products Co., Ltd. |
Bvilaimongcity Development Limited Company |
Shanghai Chun Zu Machinery Industry Co., Ltd. |
Shanghai Tongsheng Trading Co., Ltd |
Chun Yu Investment (Shares) Company |
Chun Yu Bio-Tech Co., Ltd. | SUNNY CITY INTERNATION AL LTD. |
Shanghai Uchee Hardware Products Co., Ltd |
- 170 -
| CHUN YU WOR (II) Consolidated financial statements of related companies: A statement of consolidated financial statements of related companies has been issued, stating that the company that prepares the consolidated financial statements of related companies and the company that prepares the consolidated financial statements of parent and subsidiary companies are the same, and that it will no longer prepare separate consolidated financial statements of related companies. (III)Relational Report: NA II. Transaction about the company’s private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None. III. Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual repor Stocks of this Company held and disposed of by subsidiaries in the previous fiscal year and by the date of annual report publication April 30, 2024 Unit: NT$ thousand; shares |
||||
|---|---|---|---|---|
| KS&CO., LTD. Amount of loan for |
e | |||
subsidiari s |
NA | Note: no significant influence on the Company’s financial performance and financial status. | ||
| Amount of endorsement/ |
guarantee for subsidiaries |
NA | ||
| and by the date of annual |
report publicatio n |
NA | ||
Pledge creation in |
the previous fiscal year |
23,430,172 shares 565,839 thousand |
||
| Investment | profit/loss | - | ||
| Number of shares and |
amount Disposed acquired |
- | ||
| Number of shares and |
amount acquired |
23,430,172 shares 267,195 thousand |
||
| (1) Acquisition or |
(2) Disposition date |
(1)88.05〜96.10 (2)110.07 |
||
| Sharehold ing Of this Company |
100.00% |
|||
Fund sources |
Shareholder investment |
|||
| Paid-in Capital |
748,880 | |||
| Subsidiary Name |
Chun Yu Investment (Shares) Company |
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CHUN YU WORKS & CO., LTD.
- 172 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD.
Declaration of Consolidated Financial Statements of Affiliated Enterprises
For the year ended December 31, 2023, pursuant to Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises, 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 Standard No. 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare consolidated financial statements of affiliates.
Hereby declare,
Chun Yu Works & Co., Ltd.
March 7, 2024
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CHUN YU WORKS & CO., LTD.
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Chun Yu Works & Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Chun Yu Works & Co., Ltd. and subsidiaries (the “Group”) as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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CHUN YU WORKS & CO., LTD.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 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, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2023 consolidated financial statements are stated as follows:
Cut-off of revenue from export sales
Description
Refer to Note 4(29) for accounting policy on revenue recognition and Note 6(20) for details of operating revenue.
The Group derives its revenues from the sales of screws, nuts, wire rods and fastener forming machines, etc., and revenues from export sales account for a high percentage of total revenue. Export sales are recognized as revenues when control of the goods has been transferred according to the terms specified in the contracts. The revenue recognition requires that the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance over the products, but delivery time may vary for each sales transaction. The determination as to when products are transferred to customers involves manual process and judgement. Given that there is a risk of material misstatement from improper revenue recognition for transactions that occur near the balance sheet date and the transaction amounts are usually material to the financial statements, we considered the cut-off of revenue from export sales a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained an understanding and assessed the accounting policies of revenue recognition on export sales.
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CHUN YU WORKS & CO., LTD.
-
Obtained an understanding and assessed the internal controls over revenue recognition on export sales, and tested the effectiveness of internal controls including the delivery process and the timing of revenue recognition.
-
Performed cut-off tests on export sales transactions that took place during a certain period before and after the balance sheet date to ascertain whether sales revenues were recognized when control of goods has been transferred to the customer and revenues were recorded in the proper period.
Valuation of inventories
Description
Refer to Note 4(10) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2023, the inventories and allowance for inventory valuation losses amounted to NT$3,544,040 thousand and NT$188,458 thousand, respectively.
The Group is primarily engaged in the manufacture and sales of screws, nuts, wire rods and fastener forming machines, etc. Due to the market demand, technology innovation and other factors, there is a risk of inventories losing value or becoming obsolete. The inventories are measured at the lower of cost and net realisable value. For inventory over a certain age and individually identified as obsolete or slow-moving, the net realisable values are determined by management based on periodic inventory clearance information. Given that the net realisable value used when assessing the inventories individually identified as obsolete or slow-moving involves subjective judgement, we considered the valuation of inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Assessed the reasonableness of policies and procedures in relation to the provision of allowance for inventory valuation losses based on the accounting principles and our understanding of the nature of the business and the industry.
-
Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plan and participated in the annual inventory count in order to evaluate the effectiveness of procedures used by the management to identify
-
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CHUN YU WORKS & CO., LTD.
and control obsolete inventories.
- Verified the appropriateness of net realisable value used in inventory valuation and the logic used in the inventory aging report to ascertain the adequacy of allowance for inventory valuation losses.
Other matter – Reference to the reports of other auditors
We did not audit the financial statements of consolidated subsidiaries, Chun Yu Works (USA) Inc. and Pt Moon Lion Industries Indonesia, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors. Total assets of these subsidiaries amounted to NT$1,827,557 thousand and NT$1,777,370 thousand, constituting 15% and 14% of the consolidated total assets as of December 31, 2023 and 2022, respectively, and the operating revenue amounted to NT$2,220,972 thousand and NT$2,190,541 thousand, constituting 26% and 20% of the consolidated total operating revenue for the years then ended, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion with an other matter paragraph on the parent company only financial statements of Chun Yu Works & Co., Ltd. as of and for the years ended December 31, 2023 and 2022.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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.
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CHUN YU WORKS & CO., LTD.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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:
-
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 Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of
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CHUN YU WORKS & CO., LTD.
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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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CHUN YU WORKS & CO., LTD.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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.
Tien, Chung-Yu
Independent Accountants
Hsu, Huei-Yu
PricewaterhouseCoopers, Taiwan Republic of China March 7, 2024
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers 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.
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(1) 6(3) and 7 6(3) and 7 7 6(27) 5(2), 6(4)(6) and 8 6(1) and 8 6(2) 6(5) 6(1) 6(6)(10), 7 and 8 6(7) and 8 6(8) 6(27) 6(6)(8) 6(9) |
December 31, 2023 AMOUNT % $2,552,936213,177-298,0272324,96131,496,5911220,269-1,164-3,355,5822880,92818,967-8,142,60267127,0501681,3116--2,879,33924123,06817,747-168,233111,959-24,763---2,264-4,025,73433$12,168,336100 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|
AMOUNT$2,552,9363,177298,027324,9611,496,59120,2691,1643,355,58280,9288,9678,142,602127,050681,311-2,879,339123,0687,747168,23311,95924,763-2,2644,025,734$12,168,336 |
AMOUNT$2,436,55050,411-420,2991,665,1886,8892,6233,997,588116,62611,7758,707,949-439,24944,1003,055,795137,4097,343164,08623,08821,9573,3176,7803,903,124$12,611,073 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1476 Other current financial assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortised cost - non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1930 Long-term notes and accounts receivable 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
191-313--321- |
|||
69 |
||||
-41241-1---- |
||||
31 |
||||
100 |
(Continued)
- 181 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2023 December 31, 2022 Notes AMOUNT % AMOUNT % 6(11) and 8 $478,1864$780,84666(20) and 7 481,9244470,6534438-388-7 494,1334558,65157 378,5773440,43546(27) 40,973-45,169-6(13) 6,401-6,265-6(7) 13,114-24,728-6(14) and 8 6,583-16,121-1,900,329152,343,256196(12) and 8 4,578,558384,563,605366(14) and 8 23,123-22,915-6(27) 457,6934467,51346(7) 30,310-27,534-6(15) 98,7801116,8631457-457-5,188,921435,198,887417,089,250587,542,143606(16) 3,021,627253,021,627246(12)(16)(17) 501,3534477,92346(5)(16)(18) 336,4853302,3972430,6104430,6103649,4965653,32656(5)(19) (394,640) (4) (331,076) (2 )6(16) (267,195) (2) (267,195) (2 )4,277,736354,287,612344(3) 801,3507781,31865,079,086425,068,930409 11 $12,168,336100$12,611,073100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Current lease liabilities 2320 Long-term liabilities, current portion 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2640 Net defined benefit liabilities - non- current 2645 Guarantee deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3500 Treasury stocks 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contract Commitments Significant Events after the Balance Sheet Date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(20) and 7 $8,460,641100$11,049,6411006(4)(7)(8)(15)(25 )(26) and 7 (7,141,577) (85) (9,247,148) (84)1,319,064151,802,493166(7)(8)(15)(25)(2 6), 7 and 12 (289,537) (3) (357,854) (3)(506,152) (6) (516,002) (5)(62,903) (1) (66,419)-(4,184)-1,521-(862,776) (10) (938,754) (8)456,2885863,73986(3)(21) 36,475115,975-6(2)(5)(22) and 7 32,300-42,635-6(2)(7)(23) and 12 115,955180,38316(7)(24) (121,464) (1) (121,531) (1)63,266117,462-519,5546881,20186(27) (158,876) (2) (218,085) (2)$360,6784$663,1166 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit (losses) gains 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year |
(Continued)
- 183 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(15) $6,755-$42,634-6(5)(19) 38,056- (89,882) (1)6(27) (1,279)- (8,476)-(35,166)-58,90316(27) 2,165- (2,846)-$10,531-$333-$371,2094$663,4496$253,6253$537,5035107,0531125,6131$360,6784$663,1166$268,8573$527,1705102,3521136,2791$371,2094$663,44966(28) $0.91$1.93$0.82$1.81 |
|---|---|
| Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Actuarial gains on defined benefit plans 8316 Unrealised gain (loss) on valuation of investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Aggregated income tax relating to components of other comprehensive income (loss) 8300 Total other comprehensive income for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings per share (in dollars) 9750 Basic 9850 Diluted |
The accompanying notes are an integral part of these consolidated financial statements.
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CHUN YU WORKS & CO., LTD.
| Total equity | ��������� | ������� | ��� | ������� | � | �������� | � | � | �������� | � | ������� | ������ | ������� | ��������� | ��������� | ������� | ������ | ������� | � | �������� | � | ������ | ������� | ��������� | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| � | � | � | � | � | � | � | � | � | |||||||||||||||||||||||||||||||||||||||||
| Non-controlling | interest | � ������� |
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||||||||||||||||||||||||
| Total | ��������� | ������� | ������� | ������� | � | �������� | � | � | �������� | � | ������� | ������ | � | ��������� | ��������� | ������� | ������ | ������� | � | �������� | � | ������ | � | ��������� | |||||||||||||||||||||||||
| � | � | � | � | � | � | � | � | ||||||||||||||||||||||||||||||||||||||||||
| Treasury stocks | �� �������� |
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� | � | � | � | � | � | � | � | �� �������� |
|||||||||||||||||||||||||
| CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES | CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 | (Expressed in thousands of New Taiwan dollars) | Equity attributable to owners of the parent | Retained Earnings Other Equity Interest |
Unrealised losses | from financial assets | Financial statements measured at fair |
translation value through other |
Unappropriated differences of foreign comprehensive |
Legal reserve Special reserve retained earnings operations income |
� ������� � ������� � ������� �� �������� � ����� |
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||||||||||||||
| Treasury stock | transactions | � ������� |
� | � | � | � | � | � | � | � | � | ������� | ������ | � | � ������� |
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||||||||||||||||||||||||
| Share capital - | common stock | � ��������� |
� | � | � | � | � | ������� | � | � | � | � | � | � | � ��������� |
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||||||||||||||||||||||||
| Notes | For the year ended December 31, 2022 | Balance at January 1, 2022 | Profit for the year | Other comprehensive income (loss) for the year 6(5)(19) | Total comprehensive income (loss) | Distribution of second half of 2021 net income: | Legal reserve | Cash dividends 6(18) |
Stock dividends 6(16)(18) |
Distribution of first half of 2022 net income: | Legal reserve | Cash dividends 6(18) |
Disposal of financial assets at fair value through 6(5)(19) |
other comprehensive income | Issuance of convertible bonds 6(12)(17) |
The Company's dividends received by 6(16)(17) |
subsidiaries | Decrease in non-controlling interest | Balance at December 31, 2022 | For the year ended December 31, 2023 | Balance at January 1, 2023 | Profit for the year | Other comprehensive income (loss) for the year 6(5)(19) | Total comprehensive income (loss) | Distribution of second half of 2022 net income: | Legal reserve | Cash dividends 6(18) |
Disposal of financial assets at fair value through 6(5)(19) |
other comprehensive income | The Company's dividends received by 6(16)(17) |
subsidiaries | Decrease in non-controlling interest | Balance at December 31, 2023 |
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Net (gains) losses on financial assets at fair value through profit or loss Expected credit losses (gains) (Reversal of allowance) provision for inventory market price decline Depreciation (Gains) losses on disposal of property, plant and equipment Losses from lease modification Amortization Interest income Dividend income Interest expense Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss - current Notes receivable Accounts receivable Other receivables Inventories Prepayments Long-term notes and accounts receivable Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Other payables Provisions for liabilities - current Net defined benefit liabilities - non-current Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities |
Year ended December 31 Notes 2023 2022 $519,554$881,201(92,665 )18,25812 4,184(1,521 )6(4) (771 )42,3816(6)(7)(25) 291,916281,7446(23) (587 )2,0456(7)(23) -1826(8)(25) 3,4703,7846(21) (36,475 ) (15,975 )6(22) (7,688 ) (17,827 )6(24) 121,464121,53148,849(13,816 )95,4531,338165,936629,766(13,380 )23,562626,782418,84335,69851,5553,31711,90511,27163,31050(2,899 )(64,518 ) (471,586 )(70,206 ) (126,161 )136(2,010 )(11,328 ) (10,728 )1,630,4621,888,88236,47515,9757,68817,827(104,463 ) (109,360 )(174,694 ) (199,723 )1,395,4681,613,601 |
|---|---|
(Continued)
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortized cost - current Acquisition of financial assets at fair value through income - non-current Decrease (increase) in other current financial assets Acquisition of financial assets at fair value through other comprehensive income - non-current Proceeds from disposal of financial assets at fair value through other comprehensive income Decrease in financial assets at amortized cost - non- current Cash paid for acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in prepayments for equipment Increase in guarantee deposits paid Decrease in other non-current financial assets Decrease in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Payments of lease liabilities Increase in convertible bonds Increase in long-term borrowings Decrease in long-term borrowings Payments of cash dividends Cash dividends paid to non-controlling interest Net cash flows used in financing activities Effect of foreign exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2023 2022 ($298,027 ) $-(36,000 )-2,808 (10,349 )(290,398 ) (1,059 )6(5) 86,392100,77344,10042,8156(29) (54,153 ) (181,852 )1,3933,8996(8) (3,911 ) (2,926 )(2,607 ) (25,651 )(2,806 ) (3,374 )-7,3614,5161,807(548,693 ) (68,556 )6(30) (302,660 ) (861,525 )6(30) (26,829 ) (25,026 )6(30) -1,775,8746(30) 8,50027,2076(30) (17,830 ) (612,997 )6(29) (278,733 ) (404,825 )(82,320 ) (79,395 )(699,872 ) (180,687 )(30,517 )45,955116,3861,410,3136(1) 2,436,5501,026,2376(1) $2,552,936$2,436,550 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. History and Organization
-
(1) Chun Yu Works & Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) and other related regulations in March 1965. The Company is primarily engaged in the manufacture and heat treatment of screws, nuts and polished steel bars as well as design of pollution prevention equipment and undertaking related services. The information on main business activities of the Company’s subsidiaries is provided in Note 4(3).
-
(2) The Company’s shares have been listed on the Taiwan Stock Exchange since October 1991.
-
The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
-
These consolidated financial statements were authorised for issuance by the Board of Directors on March 7, 2024.
3. Application of New Standards, Amendments and Interpretations
- (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS[®] ”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2023 are as follows:
| 2023 are as follows: | |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting Standards Board ("IASB") |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ Amendments to IAS 12, ‘International tax reform - pillar two model rules’ |
January 1, 2023 January 1, 2023 January 1, 2023 May 23, 2023 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but
not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC and will become effective from 2024 are as follows:
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Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----
| New Standards, Interpretations and Amendments | Effective date by IASB |
|---|---|
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ | January 1, 2024 |
| Amendments to IAS 1, ‘Classification of liabilities as | January 1, 2024 |
| current or non-current’ | |
| Amendments to IAS 1, ‘Non-current liabilities with covenants’ | January 1, 2024 |
| Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ | January 1, 2024 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
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----- Start of picture text -----
Effective date by
New Standards, Interpretations and Amendments IASB
----- End of picture text -----
| New Standards, Interpretations and Amendments | Effective date by IASB |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture’ | IASB |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – | January 1, 2023 |
| comparative information’ | |
| Amendments to IAS 21, ‘Lack of exchangeability’ | January 1, 2025 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
4. Summary of Material Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements
are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, International Accounting Standards, IFRIC[®] Interpretations, and SIC[®] Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).
(2) Basis of preparation
A. Except for the following items, the consolidated financial statements have been prepared under
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the historical cost convention:
- (a) Financial assets at fair value through profit or loss.
- (b) Financial assets at fair value through other comprehensive income.
- (c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
B. The preparation of consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5, ‘Critical accounting judgements, estimates and key sources of assumption uncertainty’.
-
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or
-
-
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losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
B. Subsidiaries included in the consolidated financial statements:
| Name of investor | Name of subsidiary | Main business activities |
Ownership (%) | Ownership (%) | Description |
|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
||||
| Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Chun Yu Works & Co., Ltd. Scholar Holdings Ltd. Sunny City International Limited Shanghai Uchee Hardware Products Ltd. Chun Zu Machinery Industry Co., Ltd. Lion City Management Ltd. |
Chun Bang Precision Co., Ltd. Chun Yu Works (USA) Inc. Chun Yu Investment Co., Ltd. Chun Yu Bio-tech Corp. SCHOLAR HOLDINGS Ltd. SUNNY CITY INTERNATIONAL LIMITED Pt Moon Lion Industries Indonesia Chun Zu Machinery Industry Co., Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. Shanghai Uchee Hardware Products Ltd. Chunyu Group Shanghai Tongsheng Trade Co., Ltd. Lion City Management Ltd. Shanghai Chun Zu Machinery Industry Ltd. |
Manufacture and sales of moulds Import and export of hardware products Professional investment Powder metallurgy Reinvestment and import and export sales Reinvestment and import and export sales Manufacture and sales of screws and nuts Manufacture and sales of machinery Manufacture and sales of screws and nuts Sales of screws and nuts Sales of screws and nuts Professional investment Manufacture and sales of machinery |
100.00 100.00 100.00 100.00 100.00 100.00 71.85 47.82 100.00 100.00 100.00 100.00 100.00 |
100.00 100.00 100.00 100.00 100.00 100.00 71.85 47.82 100.00 100.00 100.00 100.00 100.00 |
-------(Note 1) (Note 2) ---(Note 2) (Note 2) |
(Note 1) It represents the consolidated ownership held by the Group.
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-
(Note 2) A representative appointed by the Company was elected as the chairman of the investee, and the general manager of the investee had to report to the Board of Directors of the Company. Thus, the Company had substantial control over the investee and its subsidiaries.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group:
-
As of December 31, 2023 and 2022, the non-controlling interest amounted to $801,350 and $781,318, respectively. The information on non-controlling interest and respective subsidiary is as follows:
| as follows: | |||
|---|---|---|---|
| Name of subsidiary |
Principal place ofbusiness Taiwan |
Amount Ownership (%) Amount Ownership (%) 516,491 $ 52.18% 529,806 $ 52.18% December31,2023 December31,2022 Non-controllinginterest |
|
| Amount 516,491 $ |
|||
| Chun Zu Machinery Industry Co., Ltd. |
52.18% |
Summarised financial information of the subsidiary:
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Consolidated balance sheet Chun Zu Machinery Industry Co., Ltd. and subsidiaries
December 31, 2023 December 31, 2022
Current assets $ 1,473,476 $ 1,408,949
Non-current assets 489,339 575,844
Current liabilities ( 759,523) ( 742,551)
Non-current liabilities ( 139,549) ( 154,418)
Total net assets $ 1,063,743 $ 1,087,824
For the years ended December 31,
Consolidated statement of comprehensive income 2023 2022
Revenue $ 1,172,342 $ 1,270,675
Profit for the year $ 74,265 $ 110,989
Other comprehensive (loss) income ( 7,911) 17,142
Total comprehensive income $ 66,354 $ 128,131
Comprehensive income attributable to
non-controlling interest $ 33,874 $ 66,154
Dividends paid to non-controlling interest $ 47,189 $ 34,605
----- End of picture text -----
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For the years ended December 31,
Consolidated statements of cash flows 2023 2022
Net cash provided by operating activities $ 300,512 $ 44,226
Net cash (used in) provided by investing activities ( 41,534) 10,589
Net cash used in financing activities ( 100,079) ( 147,890)
Effect of exchange rate changes on cash and
cash equivalents ( 6,975) 10,132
Increase (decrease) in cash and cash equivalents 151,924 ( 82,943)
Cash and cash equivalents, beginning of year 214,542 297,485
Cash and cash equivalents, end of year $ 366,466 $ 214,542
----- End of picture text -----
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
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- i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
- ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- iii. All resulting exchange differences are recognised in other comprehensive income.
- (b) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
-
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
(6) Cash equivalents
-
A. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
-
B. Time deposits and short-term notes and bills that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
-
(7) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
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-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
-
(8) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
-
(9) Accounts and notes receivable
-
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The Group initially measures accounts and notes receivable at fair value and subsequently recognises the amortised interest income over the period of circulation using the effective interest method and the impairment loss. A gain or loss is recognised in profit or loss.
-
(10) Inventories
-
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
-
(11) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value: The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the
-
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derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(12) Impairment of financial assets
For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
(13) Derecognition of financial assets
The Group derecognises a financial asset when one of the following conditions is met:
-
A. The contractual rights to receive the cash flows from the financial asset expire.
-
B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
-
C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.
(14) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. 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 must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
-
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----- Start of picture text -----
Assets Useful lives
----- End of picture text -----
| Assets | Useful lives |
|---|---|
| Buildings: | |
| Main building of plant (including accessory equipments) | 3 ~ 51 years |
| Others (including accessory equipments) | 3 ~ 36 years |
| Machinery and equipment | 2 ~ 23 years |
| Utilities equipment | 3 ~ 20 years |
| Transportation equipment | 2 ~ 9 years |
| Office equipment | 2 ~ 13 years |
| Other equipment | 2 ~ 20 years |
(15) Leasing arrangements (lessee) - right-of-use assets / lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:
-
(a) Fixed payments, less any lease incentives receivable; and
-
(b) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
-
(b) Any lease payments made at or before the commencement date; and
-
(c) Any initial direct costs incurred by the lessee.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
- D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.
(16) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 to 10 years.
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(17) Impairment of non-financial assets
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
-
(18) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
(19) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(20) Bonds payable
- Ordinary corporate bonds issued by the Group are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortised to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
(21) Convertible bonds payable
-
Convertible bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Group’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:
-
A. The embedded call options and put options are recognised initially at net fair value as ‘financial
-
assets or financial liabilities at fair value through profit or loss’. They are subsequently
-
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remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.
-
B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.
-
C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus-share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable das stated above. Conversion options are not subsequently remeasured.
-
D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.
-
E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus-share options’.
(22) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(23) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
-
(24) Provisions
-
Provisions (the estimated warranties) are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
(25) Employee benefits
-
A. Short-term employee benefits
-
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as
-
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expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
- (b) Defined benefit plans
- i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.
- ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
C. Termination benefits
- Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense when it can no longer withdraw an offer of termination benefits or when it recognises related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after the balance sheet date shall be discounted to their present value.
-
D. Employees’ compensation and directors’ remuneration
- Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
-
(26) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or
-
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items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings of the Company and its domestic subsidiaries and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give to equal taxable and deductible temporary differences. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
-
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(27) Share capital
-
A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
(28) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Company’s the Board of Directors. Stock dividends are recorded as stock dividends to be distributed after they are approved by the Company’s shareholders and are reclassified to ordinary shares on the effective date of new shares issuance.
(29) Revenue recognition
Sales of goods
-
A. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products.
-
B. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated output tax as well as sales returns and allowances, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. The credit terms for general sales are 2 months, for machinery equipment sales are based on the terms specified in the contracts, some of which are sold on installment over a period of 1 ~ 3 years, and for spare parts sales are 3 ~ 4 months.
-
C. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
(30) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate.
(31) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments.
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CHUN YU WORKS & CO., LTD.
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
- None.
(2) Critical accounting estimates and assumptions
-
Valuation of inventories
-
A. As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the market demand and technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such valuation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the valuation.
-
B. As of December 31, 2023, the carrying amount of inventories was $3,355,582.
6. Details Of Significant Accounts
(1) Cash and cash equivalents
| tails Of Significant Accounts Cash and cash equivalents |
||
|---|---|---|
| Cash: Cash on hand Checking accounts Demand deposits Cash equivalents: Time deposits Short-term notes and bills |
December31,2023 1,498 $ 227,096 567,461 796,055 1,696,967 59,914 1,756,881 2,552,936 $ |
December31,2022 |
| 1,005 $ 107,114 992,024 |
||
| 1,100,143 | ||
| 1,336,407 - |
||
| 1,336,407 | ||
| 2,436,550 $ |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. The Group’s time deposits maturing in excess of three months amounting to $298,027 as of December 31, 2023, were classified as financial assets at amortized cost - current. There were no such events as of December 31, 2022. The Group’s time deposits maturing in excess of one year amounting to $44,100 as of December 31, 2022, were classified as financial assets at amortized
-
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CHUN YU WORKS & CO., LTD.
cost - non-current. There were no such events as of December 31, 2023.
- C. As of December 31, 2023 and 2022, the Group’s demand deposits amounting to $8,967 and $11,775, respectively, were pledged to others as collateral (listed as ‘Other current financial assets’ and ‘Other non-current financial assets’). Details are provided in Note 8, ‘Pledged assets’.
(2) Financial assets at fair value through profit or loss
| Items Current items: Financial assets mandatorily measured at fair value through profit or loss Listed stocks Beneficiary certificates Valuation adjustment Non-current items: Financial assets mandatorily measured at fair value through profit or loss Listed stocks-private placement Right of resell of corporate bonds Valuation adjustment |
December31,2023 December31,2022 170 $ 39,019 $ 3,000 13,000 3,170 52,019 7 1,608) ( 3,177 $ 50,411 $ 36,000 $ - $ 3,349 3,349 39,349 3,349 87,701 3,349) ( 127,050 $ - $ |
|---|---|
-
A. The Group recognised net profit amounting to $121,029 and $57,349 (listed as ‘Other income’ and ‘Other gains and losses’) on financial assets at fair value through profit or loss for the years ended December 31, 2023 and 2022, respectively.
-
B. In November 2023, the Company subscribed a total of 5,000 thousand shares of Ensure Global Corp., Ltd. through private placement, and the transfer of the private placement stock is restricted within three years.
-
C. As of December 31, 2023 and 2022, the Group had no financial assets at fair value through profit or loss pledged to others as collateral.
-
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CHUN YU WORKS & CO., LTD.
(3) Notes and accounts receivable, net
| Notes and accounts receivable, net | ||||||
|---|---|---|---|---|---|---|
| December | 31,2023 | December | 31,2022 | |||
| Notes receivable | $ | 297,333 | $ | 352,225 | ||
| Installment notes receivable | 29,571 | 71,609 | ||||
| 326,904 | 423,834 | |||||
| Less: Unrealised interest income | ( | 1,790) | ( | 3,267) | ||
| Allowance for uncollectible accounts | ( | 153) |
( | 268) |
||
| $ | 324,961 | $ | 420,299 | |||
| Accounts receivable | $ | 1,516,634 | $ | 1,689,191 | ||
| Installment accounts receivable | 6,621 | 148 | ||||
| 1,523,255 | 1,689,339 | |||||
| Less: Unrealised interest income | - | ( | 148) |
|||
| Allowance for uncollectible accounts | ( | 26,664) | ( | 24,003) | ||
| $ | 1,496,591 | $ | 1,665,188 |
- A. The ageing analysis of notes receivable and accounts receivable that were past due but not impaired is as follows:
| impaired is as follows: | ||||
|---|---|---|---|---|
| Not past due Up to 30 days past due 31~90 days past due 91~180 days past due Over 181 days past due |
December | Accounts receivable 1,341,740 $ 101,848 32,640 14,345 32,682 1,523,255 $ 31,2023 |
December | 31, 2022 |
| Notes receivable 326,904 $ - - - - 326,904 $ |
Notes receivable 420,394 $ 2,131 1,309 - - 423,834 $ |
Accounts receivable |
||
| 1,461,430 $ 170,419 36,055 808 20,627 |
||||
| 1,689,339 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2023 and 2022, notes receivable and accounts receivable were all from contracts with customers. Also, as of January 1, 2022, the balance of receivables from contracts with customers amounted to $2,747,618.
-
C. For the years ended December 31, 2023 and 2022, the interest income (including installment notes receivable, installment accounts receivable and long-term notes and accounts receivable) recognised in profit or loss amounted to $3,893 and $7,960 (listed as ‘Interest income’), respectively.
-
D. As of December 31, 2023 and 2022, the Group did not hold any collateral as security for accounts receivable.
-
E. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the notes or accounts receivable held by the Group was their carrying amount.
-
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CHUN YU WORKS & CO., LTD.
-
F. Information relating to credit risk of notes receivable and accounts receivable is provided in Note 12(2), ‘Financial instruments’.
-
G. As of December 31, 2023 and 2022, the Group had no notes receivable and accounts receivable pledged to others.
(4) Inventories
| pledged to others. Inventories |
||
|---|---|---|
| Raw materials Supplies Work in progress Finished goods Raw materials Supplies Work in progress Finished goods |
Allowance for inventory Cost valuation loss 505,753 $ 30,113) ($ 383,461 17,615) ( 1,008,426 39,178) ( 1,646,400 101,552) ( 3,544,040 $ 188,458) ($ December31,2023 Allowance for inventory Cost valuation loss 769,992 $ 33,338) ($ 408,366 15,568) ( 1,472,413 42,939) ( 1,536,046 97,384) ( 4,186,817 $ 189,229) ($ December31,2022 |
Bookvalue |
| 475,640 $ 365,846 969,248 1,544,848 |
||
| 3,355,582 $ Bookvalue |
||
| 736,654 $ 392,798 1,429,474 1,438,662 |
||
| 3,997,588 $ |
- A. The cost of inventories recognised as expense for the year:
| Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Cost of goods sold | $ | 7,186,368 | $ | 9,261,469 |
|
| (Gain on reversal of) loss on decline | ( | 771) |
42,381 | ||
| in market value (Note) | |||||
| Loss on scrapping inventory | - | 1,747 | |||
| Loss on physical inventory | 2,883 | 724 | |||
| Income from sales of scraps | ( | 46,903) | ( | 59,173) | |
| $ | 7,141,577 | $ | 9,247,148 |
(Note) The Group reversed a previous inventory write-down which was accounted for as reduction of cost of goods sold in 2023 because certain inventories which were previously provided with allowance for decline in value were subsequently sold or scrapped.
-
B. Details of the Group’s inventories pledged to others as collateral as of December 31, 2023 and 2022 are provided in Note 8, ‘Pledged assets’.
-
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CHUN YU WORKS & CO., LTD.
(5) Financial assets at fair value through other comprehensive income – non-current
| Items | December31,2023 | December31,2022 | |
|---|---|---|---|
| Equity instruments | |||
| Listed stocks | 883,598 $ |
606,462 $ |
|
| Unlisted stocks | 772 | 772 | |
| 884,370 | 607,234 | ||
| Valuation adjustment | ( | 203,059) |
167,985) ( |
| 681,311 $ |
439,249 $ |
||
| A. The Group has elected to classify equity investments that are considered to be steady dividend | |||
| income as financial assets at fair value through other comprehensive income. The fair value of | |||
| such investments amounted to $681,311 and | $439,249 as of December 31, 2023 and 2022, | ||
| respectively. | |||
| B. In order to meet the needs of capital expenditure, | the Company sold its | financial assets at fair | |
| value through other comprehensive income - equity instrument at fair values of $86,392 and | |||
| $100,773 as of December 31, 2023 and 2022, respectively, and accumulated gains on disposal of | |||
| $73,130 and $84,868, respectively, which were | reclassified from other equity interest to retained | ||
| earnings. | |||
| C. Amounts recognised in profit or loss and other comprehensive income in relation to the financial | |||
| assets at fair value through other comprehensive income are listed below: | |||
| For the years ended December 31, | |||
| 2023 | 2022 | ||
| Fair value change recognised in other | |||
| comprehensive income | |||
| (listed as ‘Other equity’) | 38,056 $ |
89,882) ($ |
|
| Cumulative gains reclassified to retained | |||
| earnings due to derecognition | 73,130 $ |
84,868 $ |
|
| Dividend income recognised in profit or loss | |||
| (listed as ‘Other income’) | 5,261 $ |
15,189 $ |
-
D. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Group was the carrying amount.
-
E. Information relating to credit risk of non-current financial assets at fair value through other comprehensive income is provided in Note 12(2), ‘Financial instruments’.
-
207 -
CHUN YU WORKS & CO., LTD.
| CHU | N Y | U | WOR | KS | & | CO., | LT | D. | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 9,067,121 $ |
6,011,284) ( |
42) ( |
3,055,795 $ |
3,055,795 $ |
60,453 | - | 15,995 | 13,736 | 259,631) ( |
62,941) ( |
62,135 | 6,203) ( |
2,879,339 $ |
9,060,622 $ |
6,181,241) ( |
42) ( |
2,879,339 $ |
||||||||
| Equipment under | acceptance and | construction in | progress | 1,695 $ |
- | - | 1,695 $ |
1,695 $ |
7,761 | 20,956) ( |
15,995 | 4,930 | - | - | - | - | 9,425 $ |
9,425 $ |
- | - | 9,425 $ |
|||||
| Other | equipment | 712,327 | 568,679) | - | 143,648 | 143,648 | 4,441 | 266 | - | 2,143 | 36,360) | 20,106) | 19,727 | 1,069) | 112,690 | 691,193 | 578,503) | - | 112,690 | |||||||
| $ | ( | $ | $ | ( | ( | ( | $ | $ | ( | $ | ||||||||||||||||
| Office | equipment | 122,331 $ |
85,179) ( |
- | 37,152 $ |
37,152 $ |
3,315 | - | - | 216 | 5,742) ( |
18,401) ( |
18,369 | 89) ( |
34,820 $ |
105,806 $ |
70,986) ( |
- | 34,820 $ |
|||||||
| Transportation | equipment | 93,331 $ |
75,981) ( |
- | 17,350 $ |
17,350 $ |
5,919 | - | 2,219 | 7,949) ( |
4,518) ( |
4,199 | 1,517) ( |
15,703 $ |
95,088 $ |
79,385) ( |
- | 15,703 $ |
||||||||
| Utilities | equipment | 89,494 $ |
70,666) ( |
- | 18,828 $ |
18,828 $ |
1,162 | - | - | 206 | 3,907) ( |
25) ( |
25 | - | 16,289 $ |
90,837 $ |
74,548) ( |
- | 16,289 $ |
|||||||
| Machinery and | equipment | 4,522,990 $ |
3,742,346) ( |
42) ( |
780,602 $ |
780,602 $ |
31,490 | 19,983 | - | 4,022 | 159,472) ( |
19,056) ( |
18,980 | 1,315) ( |
675,234 $ |
4,548,341 $ |
3,873,065) ( |
42) ( |
675,234 $ |
|||||||
| Buildings | 1,951,356 $ |
1,468,433) ( |
- | 482,923 $ |
482,923 $ |
6,365 | 707 | - | - | 46,201) ( |
835) ( |
835 | 2,213) ( |
441,581 $ |
1,946,335 $ |
1,504,754) ( |
- | 441,581 $ |
||||||||
| Land | January 1, 2023 | Cost 1,573,597 $ |
Accumulated depreciation - |
Accumulated impairment - |
1,573,597 $ |
2023 | At January 1 1,573,597 $ |
Additions - |
Transfers after acceptance - |
Transfers from inventories - |
Transfers from prepayments for - |
equipment | Depreciation charge - |
Disposals - Cost - |
- Accumulated depreciation - |
Net exchange differences - |
At December 31 1,573,597 $ |
December 31, 2023 | Cost 1,573,597 $ |
Accumulated depreciation - |
Accumulated impairment - |
1,573,597 $ |
- 208 -
CHUN YU WORKS & CO., LTD.
| CHU | N | YU | WO | RKS | & | CO., | LT | D. | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 8,949,533 $ |
5,858,930) ( |
42) ( |
3,090,561 $ |
3,090,561 $ |
168,000 | - | 15,495 | 33,103 | 253,389) ( |
105,829) ( |
99,885 | 458) ( |
8,427 | 3,055,795 $ |
9,067,121 $ |
6,011,284) ( |
42) ( |
3,055,795 $ |
||||||||
| Equipment under | acceptance and | construction in | progress | 34,639 $ |
- | - | 34,639 $ |
34,639 $ |
15,535 | 57,986) ( |
- | 9,945 | - | - | - | 458) ( |
20 | 1,695 $ |
1,695 $ |
- | - | 1,695 $ |
|||||
| Other | equipment | 662,581 | 525,896) | - | 136,685 | 136,685 | 14,318 | 22,209 | - | 7,994 | 40,236) | 2,026) | 2,791 | - | 1,913 | 143,648 | 712,327 | 568,679) | - | 143,648 | |||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | ||||||||||||||||||
| Office | equipment | 120,228 | 104,335) | - | 15,893 | 15,893 | 28,868 | - | - | 23 | 6,837) | 27,311) | 26,424 | - | 92 | 37,152 | 122,331 | 85,179) | - | 37,152 | |||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | ||||||||||||||||||
| Transportation | equipment | 99,541 $ |
76,989) ( |
- | 22,552 $ |
22,552 $ |
3,307 | - | - | - | 7,909) ( |
9,970) ( |
9,204 | - | 166 | 17,350 $ |
93,331 $ |
75,981) ( |
- | 17,350 $ |
|||||||
| Utilities | equipment | 94,858 $ |
72,436) ( |
- | 22,422 $ |
22,422 $ |
238 | - | - | - | 3,830) ( |
5,600) ( |
5,600 | - | 2) ( |
18,828 $ |
89,494 $ |
70,666) ( |
- | 18,828 $ |
|||||||
| Machinery and | equipment | 4,431,854 $ |
3,666,184) ( |
42) ( |
765,628 $ |
765,628 $ |
94,883 | 34,887 | 15,495 | 14,700 | 144,823) ( |
52,798) ( |
48,849 | - | 3,781 | 780,602 $ |
4,522,990 $ |
3,742,346) ( |
42) ( |
780,602 $ |
|||||||
| Land Buildings |
January 1, 2022 | Cost 1,573,597 $ 1,932,235 $ |
Accumulated depreciation - 1,413,090) ( |
Accumulated impairment - - |
1,573,597 $ 519,145 $ |
2022 | At January 1 1,573,597 $ 519,145 $ |
Additions - 10,851 |
Transfers after acceptance - 890 |
Transfers from inventories - - |
Transfers from prepayments for - 441 |
equipment | Depreciation charge - 49,754) ( |
Disposals - Cost - 8,124) ( |
- Accumulated depreciation - 7,017 |
Reclassification (Note) - - |
Net exchange differences - 2,457 |
At December 31 1,573,597 $ 482,923 $ |
December 31, 2022 | Cost 1,573,597 $ 1,951,356 $ |
Accumulated depreciation - 1,468,433) ( |
Accumulated impairment - - |
1,573,597 $ 482,923 $ |
- 209 -
CHUN YU WORKS & CO., LTD.
-
A. The Group’s property, plant and equipment as of December 31, 2023 and 2022 are for its own use.
-
B. No interest expense was capitalised in property, plant and equipment for the years ended December 31, 2023 and 2022.
-
C. Impairment information about the property, plant and equipment is provided in Note 6(10), ‘Impairment of non-financial assets’.
-
D. Information about the property, plant and equipment that were pledged to others as collateral as of December 31, 2023 and 2022 is provided in Note 8. ‘Pledged assets’.
-
- -
(7) Lease transactions lessee
-
A. The Group leases various assets including land (including the land located in Dayong Section, Gangshan District, Kaohsiung City and the land use right in Songmushan management area, Dalang Town, Dongguan City and Baihe Town, Shanghai City under the contracts signed with the People’s Republic of China), buildings, and business vehicles. Rental contracts are typically made for periods of 1 to 50 year(s). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings and structures Transportation equipment Land Buildings and structures Transportation equipment |
December31,2023 December31,2022 Carrying amount Carrying amount 92,685 $ 99,707 $ 30,312 37,417 71 285 123,068 $ 137,409 $ For the years ended December 31, |
December31,2022 |
|---|---|---|
| Carrying amount | ||
| 99,707 $ 37,417 285 |
||
| 137,409 $ |
||
| 2023 Depreciationcharge 5,625 $ 26,446 214 32,285 $ |
2022 | |
| Depreciation charge | ||
| 5,620 $ 22,280 455 |
||
| 28,355 $ |
-
C. For the years ended December 31, 2023 and 2022, the additions to right-of-use assets were $20,058 and $40,133, respectively.
-
D. Information on profit or loss in relation to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term leases Losses from lease modification |
For theyears ended December31, | For theyears ended December31, |
|---|---|---|
| 2023 1,848 $ 7,965 - |
2022 | |
| 1,809 $ 10,186 182 |
- 210 -
CHUN YU WORKS & CO., LTD.
-
E. For the years ended December 31, 2023 and 2022, the Group’s total cash outflow for leases were $36,642 and $37,021, respectively.
-
F. Details of the Group’s right-of-use assets pledged to others as collateral as of December 31, 2023 and 2022 are provided in Note 8, ‘Pledged assets’.
(8) Intangible assets
| Intangible assets | |||||
|---|---|---|---|---|---|
| Computer | software | ||||
| Forthe years ended | December31, | ||||
| 2023 | 2022 | ||||
| At January 1 | |||||
| Cost | $ | 25,343 | $ | 24,489 |
|
| Accumulated amortisation | ( | 18,000) | ( | 16,634) | |
| $ | 7,343 | $ | 7,855 | ||
| Period from January to December | |||||
| At January 1 | $ | 7,343 |
$ | 7,855 |
|
| Additions - acquired separately | 3,911 | 2,926 | |||
| Transfers from prepayments for equipment | - | 275 | |||
| Amortisation charge | ( | 3,470) | ( | 3,784) | |
| Write-offs - cost | ( | 4,554) | ( | 2,653) | |
| - accumulated amortisation | 4,554 | 2,653 | |||
| Net exchange differences | ( | 37) |
71 | ||
| At December 31 | $ | 7,747 | $ | 7,343 | |
| At December 31 | |||||
| Cost | $ | 24,436 | $ | 25,343 |
|
| Accumulated amortisation | ( | 16,689) | ( | 18,000) | |
| $ | 7,747 | $ | 7,343 |
A. No interest expense was capitalised for the years ended December 31, 2023 and 2022.
B. Details of amortisation expenses on intangible assets are as follows:
| Operating costs Selling expenses General and administrative expenses Research and development expenses |
2023 2022 641 $ 428 $ 285 436 1,629 1,637 915 1,283 3,470 $ 3,784 $ Forthe years endedDecember31, |
2023 2022 641 $ 428 $ 285 436 1,629 1,637 915 1,283 3,470 $ 3,784 $ Forthe years endedDecember31, |
|---|---|---|
| 2022 428 $ 436 1,637 1,283 3,784 $ |
C. As of December 31, 2023 and 2022, the Group had no intangible assets pledged to others.
- 211 -
CHUN YU WORKS & CO., LTD.
(9) Long-term notes and accounts receivable
December 31, 2023 December 31, 2022 - Long-term notes receivable $ $ 4,180 Less: Unrealised interest income - ( 863) $ - $ 3,317
-
A. The Group’s long-term accounts receivable are fully performing in line with the credit standards prescribed based on counterparties’ industrial characteristics, scale of business and profitability.
-
B. As of December 31, 2023 and 2022, the Group had no long-term notes receivable and long-term installment receivables past due.
-
C. As of December 31, 2023 and 2022, long-term notes and accounts receivable were all from contracts with customers. Also, as of January 1, 2022, the balance of long-term notes and accounts receivable from contracts with customers amounted to $17,827.
-
D. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the long-term notes receivable and long-term installment receivables held by the Group was their carrying amount.
-
E. Details of the interest income recognised in profit or loss for the years ended December 31, 2023 and 2022 are provided in Note 6(3), ‘Notes and accounts receivable, net’.
-
F. As of December 31, 2023 and 2022, the Group did not hold any collateral as security for longterm accounts receivable.
-
G. As of December 31, 2023 and 2022, the Group had no long-term notes and accounts receivable pledged to others.
-
H. Information relating to credit risk of long-term notes and accounts receivable is provided in Note 12(2), ‘Financial instruments’.
-
(10) Impairment of non-financial assets
-
A. The Group did not recognise impairment loss for the years ended December 31, 2023 and 2022.
-
B. As of December 31, 2023 and 2022, the accumulated impairment loss of property, plant and equipment both amounted to $42, after recognising or reversing any impairment loss.
-
(11) Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Type of borrowings Bank borrowings Unsecured borrowings Secured borrowings |
December31,2023 319,786 $ 158,400 478,186 $ |
Interest rate range 1.73%~6.79% 7.50%~8.50% |
Collateral |
| No Note |
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CHUN YU WORKS & CO., LTD.
| Type of borrowings December31,2022 Interest rate range Bank borrowings Unsecured borrowings 572,946 $ 1.56% ~5.63%Secured borrowings 207,900 9.00% 780,846 $ |
Collateral No Note |
|---|---|
-
(Note) Details of the collateral provided for bonds payable are provided in Note 8, ‘Pledged assets’.
-
A. As of December 31, 2023 and 2022, the interest rate of loans from Indonesia were 7.50%~8.50% and 9.00%, respectively, and the interest rates of loans from other countries were 1.73%~6.79% and 1.56%~5.63%, respectively .
-
B. Details of interest expense recognised in profit or loss for the years ended December 31, 2023 and 2022 are provided in Note 6(24), ‘Finance Costs’.
(12) Bonds payable
| and 2022 are provided in Note 6(24), ‘Finance Costs’. Bonds payable |
|
|---|---|
| December31,2023 December31,2022 Guaranteed ordinary bonds payable 3,000,000 $ 3,000,000 $ Guaranteed convertible bonds payable 1,600,000 1,600,000 4,600,000 $ 4,600,000 $ Less: Discount on bonds payable 21,442) ( 36,395) ( 4,578,558 $ 4,563,605 $ |
Collateral |
| Note " |
-
(Note) Details of the collateral provided for bonds payable are provided in Note 8, ‘Pledged assets’.
-
A. The Company issued the first domestic guaranteed bonds payable from October 2021, and the main issuance conditions are as follows:
-
(a) The Company was approved by the competent authority to raise and issue the first domestic guaranteed bonds with a total amount of $3,000,000 (related issue costs of $5,650), with a coupon rate of 0.65% and a maturity period of 7 years from October 15, 2021 to October 15, 2028. The bonds are repayable in cash at the face value of the bonds upon maturity.
-
(b) First Commercial Bank Co., Ltd. was appointed as the guarantor bank for the bonds. The guarantee period is from the date of full collection of the bonds to the date of full payment of the principal and interest payable under the Plan, and the guarantee covers the outstanding principal and interest compensation payable under the Plan, which are subordinate to the principal debt.
-
(c) The principal and simple interest will be paid every year by coupon rate since the day approved to issue. If the local financial institutions are closed on a payment day, the principal and interest will be paid on the next operating day without extra interest.
-
B. The Company issued the first, second and third domestic guaranteed convertible bonds from March 2022, and the main issuance conditions are as follows:
-
(a) The Company was approved by the competent authority to raise and issue the first, second and third domestic guaranteed convertible bonds with a total amount of $700,000 (related issue costs of $2,432), $500,000 (related issue costs of $2,006), $400,000 (related issue costs
-
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CHUN YU WORKS & CO., LTD.
of $1,417), respectively. Issuance prices were $779,162, $557,563 and $445,004, respectively with a coupon rate of 0% and a maturity period of 3 years from March 25, 2022 to March 25, 2025. The bonds are repayable in cash at the face value of the convertible bonds upon maturity.
-
(b) The first, second and third convertible bonds were entrusted by Changhua Bank Co., Ltd., Huanan Bank Co., Ltd. and Shanghai Commercial Savings Bank Co., Ltd. as guarantor banks, respectively. The guarantee period is from the date of full collection of the convertible bonds to the date of full payment of the principal and interest payable under the Plan, and the guarantee covers the outstanding principal and interest compensation payable under the Plan, which are subordinate to the principal debt.
-
(c) Convertible bonds for bondholders will start from the day following the expiration of three months after the issuance date of each bond (June 26, 2022) and end on the maturity date (March 25, 2025), unless it is suspended according to regulations or laws. Outside the transfer period, the Company may request the conversion of the bonds into ordinary shares of the Company at any time, and the rights of ordinary shares after conversion are the same as those of the original issued ordinary shares.
-
(d) The conversion price for the conversion of corporate bonds is determined by the pricing model stipulated in each conversion method. In the event that the company has an antidilution clause in the subsequent conversion price, it will be adjusted according to the pricing model specified in the conversion method. On the base date, the conversion price will be redetermined in accordance with the pricing model stipulated in the conversion regulations. If it is higher than the conversion price before the re-determination in the current year, no adjustment will be made.
-
(e) From the day following the three-month issuance date of each convertible bond (June 26, 2022) to the 40th day of the issuance period (February 13, 2025), if the closing price of the Company’s ordinary shares for 30 consecutive business days exceeds the current conversion price by more than 30%, the Company may, within the next 30 business days, recover all its bonds in cash according to the denomination of the bonds; or the day following the 3 months after the issuance of the convertible bonds (Jane 26, 2022) from the 40th day to the expiry of the issuance period (February 13, 2025), when the outstanding amount of the convertible bonds in circulation is less than 10% of the original issuance amount, the Company may recover all bonds in cash at any time thereafter according to the denomination of the bonds.
-
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CHUN YU WORKS & CO., LTD.
-
(f) According to the provisions of the conversion method, all the company’s convertible bonds that have been redeemed (including the repurchase by the business office of the securities firm), repaid or converted will be cancelled, and all rights and obligations still attached to the corporate bonds will also be extinguished and no longer issued.
-
C. When the Company issues convertible corporate bonds, in accordance with the provisions of Amendments to IAS 32, "Financial Instruments: Presentation", the conversion right which is of the nature of equity is separated from each liability component, and the account is "Capital reserve-share options" of $221,790. Another embedded repurchase option, in accordance with Amendments to IFRS 9, "Financial Instruments", is separated and accounted for on a net basis because it is not closely related to the economic characteristics and risks of the main contract debt commodity. In the column "Financial assets at fair value through profit and loss – noncurrent", the effective interest rates of the main contract debt after the first, second and third convertible corporate bonds are separated are 0.90%, 0.90% and 0.91%, respectively.
-
D. Details of interest expense recognised in profit or loss for the years ended December 31, 2023 and 2022 is provided in Note 6 (24), Finance costs.
(13) Provisions for liabilities - current
Warranty
| For the | years ended | years ended | years ended | December 31, | ||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| January 1 | $ | 6,265 | $ | 8,275 |
||
| Additional provisions | 7,075 | 3,194 | ||||
| Used during the year | ( | 6,874) | ( | 4,612) | ||
| Unused amounts reversed | ( | 65) |
( | 592) |
||
| December 31 | $ | 6,401 | $ | 6,265 |
The Group provides warranties on machinery products sold. Provision for warranty is estimated based on historical warranty data of such products.
- (14) Long term borrowings
| Long-term borrowings | |||
|---|---|---|---|
| Type ofborrowings | Borrowing period |
Interest raterange |
Collateral December31,2023 Refer to Note 8 29,706 $ 6,583) ( 23,123 $ |
| Long-term bank borrowings Secured borrowings Less: Current portion |
2022.5.15~2029.6.15 |
1.55% |
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CHUN YU WORKS & CO., LTD.
| Type ofborrowings Long-term bank borrowings Secured borrowings Less: Current portion |
Borrowing period 2019.8.28 ~2029.6.15 |
Interest raterange Collateral December31,2022 1.43% ~2.28% Refer to Note 839,036 $ 16,121) ( 22,915 $ |
|---|---|---|
Details of interest expense recognised in profit or loss for the years ended December 31, 2023 and 2022 are provided in Note 6(24), ‘Finance costs’.
(15) Pensions
-
A. The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the R.O.C. Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the R.O.C. Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the R.O.C. Labor Pension Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 4% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contributions for the deficit by next March. The information on defined benefit pension plans of the Company and its subsidiary, Pt Moon Lion Industries Indonesia, is as follows:
-
(a) The amounts recognised in the balance sheet are as follows:
| December | 31,2023 | December | 31,2022 | |
|---|---|---|---|---|
| Present value of defined benefit obligation | ($ | 234,882) | ($ | 283,870) |
| Fair value of plan assets | 136,102 | 167,007 | ||
| Net defined benefit liability | ($ | 98,780) | ($ | 116,863) |
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CHUN YU WORKS & CO., LTD.
(b) Movements in net defined benefit liabilities - non-current are as follows:
| Present value of | Present value of | Fair value | |||||||
|---|---|---|---|---|---|---|---|---|---|
| defined benefit | of plan | Net defined | |||||||
| 2023 | obligation | assets | benefit liability | ||||||
| Balance at January 1 | ($ | 283,870) | $ | 167,007 | ($ | 116,863) |
|||
| Current service cost | ( | 5,814) | - | ( | 5,814) | ||||
| Interest (expense) income | ( | 8,290) | 2,525 | ( | 5,765) | ||||
| ( | 297,974) | 169,532 | ( | 128,442) | |||||
| Remeasurements: | |||||||||
| Return on plan assets | - | 868 | 868 | ||||||
| (excluding amounts included in | |||||||||
| interest income or expense) | |||||||||
| Changes in financial assumptions | ( | 626) |
- | ( | 626) |
||||
| Experience adjustments | 6,513 | - | 6,513 | ||||||
| 5,887 | 868 | 6,755 | |||||||
| Pension fund contribution | - | 1,958 | 1,958 | ||||||
| Paid pension | 57,030 | ( | 36,256) | 20,774 | |||||
| Exchange difference | 175 | - | 175 | ||||||
| Balance at December 31 | ($ | 234,882) | $ | 136,102 | ($ | 98,780) | |||
| Present value of | Fair value | ||||||||
| defined benefit | of plan | Net defined | |||||||
| 2022 | obligation | assets | benefit liability | ||||||
| Balance at January 1 | ($ | 332,981) | $ | 162,756 | ($ | 170,225) |
|||
| Current service cost | ( | 6,644) | - | ( | 6,644) | ||||
| Interest (expense) income | ( | 5,459) | 817 | ( | 4,642) | ||||
| ( | 345,084) | 163,573 | ( | 181,511) | |||||
| Remeasurements: | |||||||||
| Return on plan assets | - | 13,453 | 13,453 | ||||||
| (excluding amounts included in | |||||||||
| interest income or expense) | |||||||||
| Changes in financial assumptions | 26,630 | - | 26,630 | ||||||
| Experience adjustments | 2,551 | - | 2,551 | ||||||
| 29,181 | 13,453 | 42,634 | |||||||
| Pension fund contribution | - | 2,653 | 2,653 | ||||||
| Paid pension | 31,640 | ( | 12,672) | 18,968 | |||||
| Exchange difference | 393 | - | 393 | ||||||
| Balance at December 31 | ($ | 283,870) | $ | 167,007 | ($ | 116,863) |
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CHUN YU WORKS & CO., LTD.
-
(c) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
-
(d) The principal actuarial assumptions used were as follows:
| government. The principal actuarial assumptions used were |
as follows: |
|---|---|
| Discount rate Future salary increases |
Forthe years endedDecember31, |
| 2023 2022 1.25%~7.10% 1.50%~7.43% 1.75%~5.00% 1.75%~5.00% |
Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table for the years ended December 31, 2023 and 2022.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Discountrate | Discountrate | Future salary | increase | rate | ||||
|---|---|---|---|---|---|---|---|---|
| Increase | 0.25% | Decrease | 0.25% | Increase 0.25% | Decrease 0.25% | |||
| December 31, 2023 | ||||||||
| Effect on present value of | ||||||||
| defined benefit obligation | ($ | 4,683) | $ | 3,795 | $ | 3,719 | ($ | 4,638) |
| December 31, 2022 | ||||||||
| Effect on present value of | ||||||||
| defined benefit obligation | ($ | 5,171) | $ | 5,391 | $ | 5,288 | ($ | 5,108) |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
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CHUN YU WORKS & CO., LTD.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(e) Expected contributions to the defined benefit pension plans of the Group for the following year amount to $2,001.
-
(f) As of December 31, 2023, the weighted average duration of the retirement plan is 6.5~10.2 years. The analysis of timing of the future pension payment was as follows:
| Next | 1 year | $ | 17,594 |
|---|---|---|---|
| Next | 2 ~ 5 years | 84,552 | |
| Over | next 6 years | 302,708 | |
| $ | 404,854 |
- C. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the R.O.C. Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The Group’s mainland China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China are based on certain percentage of employees’ monthly salaries and wages. The fund is managed by the government. Other than the monthly contributions, the subsidiaries have no further obligations. The pension costs under the defined contribution pension plans of the Group were $52,220 and $57,326 for the years ended December 31, 2023 and 2022, respectively.
(16) Share capital
- A. Movements in the number of the Company’s ordinary shares outstanding are as follows (Unit: Shares in thousands):
| Shares in thousands): | ||
|---|---|---|
| Number of shares at the beginning of the year Stock dividend Number of shares at the end of the year |
For theyears ended December31, | |
| 2023 302,163 - 302,163 |
2022 | |
| 287,774 14,389 |
||
| 302,163 |
-
B. On June 22, 2022, the Company increased its capital by issuing new shares through capitalization of unappropriated retained earnings of $143,887 as resolved by the shareholders. The issuance of new shares was approved by the Securities and Futures Bureau, Financial Supervisory Commission. The effective date was set on September 17, 2022.
-
C. As of December 31, 2023, the Company’s authorised capital was $3,920,696, and the paid-in capital was $3,021,627, consisting of 302,163 thousand ordinary shares, with a par value of $10 (in dollars) per share which were issued in several installments. All proceeds from shares issued
-
219 -
CHUN YU WORKS & CO., LTD.
have been collected.
-
D. Treasury shares
-
(a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows (Unit: Shares in thousands):
| Number of shares at the beginning Reason for reacquisition ofthe year Addition Decrease Acquisition of the parent company’s shares by subsidiaries 23,430 - - For the year ended December 31, 2023 Number of shares at the beginning Reason for reacquisition ofthe year Addition Decrease Acquisition of the parent company’s shares by subsidiaries 22,314 1,116 - For the year ended December 31, 2022 |
Number of shares at the end of the year |
|---|---|
| 23,430 | |
| Number of shares at the end ofthe year |
|
| 23,430 |
-
(b) As of December 31, 2023 and 2022, the book value (cost) was both $267,195, and the fair value were $591,612 and $562,324, respectively. The shares of the Company held by the subsidiaries are recognised as treasury shares and are entitled to dividends, recorded under "Capital reserve-treasury stock transaction". The cash dividends and stock dividends paid to
- -
the subsidiaries amounted to $23,430 and $ , $34,030 and $ 11,157 for the years ended December 31, 2023 and 2022, respectively.
-
(c) Reason for share reacquisition and the number of the Company’s treasury shares changed as of December 31, 2023 and 2022. Details are as follows:
-
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CHUN YU WORKS & CO., LTD.
==> picture [443 x 188] intentionally omitted <==
----- Start of picture text -----
December 31, 2023
Name of company Reason for Number of shares Carrying
holding the shares reacquisition (in thousands) amount
Chun Yu Investment Acquisition of the parent
Co., Ltd. company’s shares by
subsidiaries 23,430 $ 267,195
December 31, 2022
Name of company Reason for Number of shares Carrying
holding the shares reacquisition (in thousands) amount
Chun Yu Investment Acquisition of the parent
Co., Ltd. company’s shares by
subsidiaries 23,430 $ 267,195
----- End of picture text -----
(17) Capital surplus
A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient. Movements in capital surplus are as follows:
| follows: | |||
|---|---|---|---|
| For the year ended December 31, 2023 Balance at the beginning of year Transfers to capital surplus for the Company’s dividends received by subsidiaries Balance at the end of year For the year ended December31,2022 Balance at the beginning of year Issued convertible bonds Transfers to capital surplus for the Company’s dividends received by subsidiaries Balance at the end of year |
Difference between consideration and carrying amount of subsidiaries Share options acquired or disposed 221,790 $ 26,901 $ - - 221,790 $ 26,901 $ Difference between consideration and carrying amount of subsidiaries Share options acquired or disposed - $ 26,901 $ 221,790 - - - 221,790 $ 26,901 $ |
Treasury share transactions 229,232 $ 23,430 252,662 $ Treasury share transactions 195,202 $ - 34,030 229,232 $ |
Total |
| 477,923 $ 23,430 |
|||
| 501,353 $ |
|||
| Total | |||
| 222,103 $ 221,790 34,030 |
|||
| 477,923 $ |
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CHUN YU WORKS & CO., LTD.
-
B. Details of ‘Capital reserve-share options’ are provided in Note 6(12), ‘Bonds payable’.
-
C. Details of ‘Capital reserve-treasury share transactions’ are provided in Note 6(16), ‘Share capital’.
(18) Retained earnings
-
A. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
B. Under the Company’s Articles of Incorporation, the Company may distribute earnings or offset losses at the end of each half fiscal year in accordance with the Company Act. When distributing earnings, the Company shall estimate and reserve for taxes payable, offset losses and set aside as legal reserve until the legal reserve equals the paid-in capital in accordance with the regulations. Where dividends are distributed in the form of cash, it shall be approved by the Board of Directors. Where dividends are distributed by issuing new shares, it shall be approved by the stockholders in accordance with the regulations.
-
The current year’s earnings, if any, shall first be used to pay all taxes, offset prior years’ operating losses, set aside 10% of the remaining amount as legal reserve and then reverse or set aside as special reserve in accordance with relevant regulations. The remaining earnings along with accumulated unappropriated earnings from prior years will be the accumulated distributable earnings, and the Board of Directors will present a proposal of the earnings distribution for the approval of the shareholders. Where dividends and bonus, capital surplus and legal reserve, in whole or in part, are distributed in the form of cash, the Board of Directors is authorised make the distribution by approval of more than half of the directors present at the meeting, where more than two-thirds of the directors are present, and the report of such distribution shall be submitted to the shareholders’ meeting. The regulation in relation to approval from the shareholders is not applicable. In principal, at least 50% of earnings, after considering the capital needs for current and future development and the interest of shareholders, shall be distributed as dividends according to the dividend policy. However, if there is a need due to changes in the industry’s environment or operational plans, the Board of Directors may present a proposal to adjust the ratio for the approval of the shareholders.
-
C. Special reserve:
-
(a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
(b) The amount of $430,610 previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Order No. Financial-Supervisory-Securities-
-
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CHUN YU WORKS & CO., LTD.
Corporate-1090150022, dated March 31, 2021, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.
-
D. The Company recognised cash dividends and stock dividends distributed to owners amounting
- -
to $302,163 and $ , $438,885 and $143,887 for the years ended December 31, 2023 and 2022, respectively. It includes cash dividends of $302,163 ($1.0 (in dollars) per share) in the second half of 2022 earnings, cash dividends of $151,081 ($0.5 (in dollars) per share) in the first half of 2022 earnings; cash dividends of $287,774 ($1.0 (in dollars) per share) and stock dividends of $143,887 ($0.5 (in dollars) per share) in the second half of 2021 earnings. On March 7, 2024, the Board of Directors proposed for the distribution of cash dividends from 2023 earnings amounting to $274,968 ($0.91 (in dollars) per share).
(19) Other equity
For the year ended December 31, 2023
| Unrealised | |||||||
|---|---|---|---|---|---|---|---|
| Currency | gains (losses) | ||||||
| translation | on valuation | Total | |||||
| At January 1 | ($ | 163,091) | ($ | 167,985) |
($ | 331,076) | |
| Revaluation - currency translation | ( | 28,490) | - | ( | 28,490) | ||
| Revaluation - unrealised gains | - | 38,056 | 38,056 | ||||
| on valuation | |||||||
| Valuation adjustment transfer out to | |||||||
| retained earnings | - | ( | 73,130) | ( | 73,130) | ||
| At December 31 | ($ | 191,581) | ($ | 203,059) |
($ | 394,640) | |
| Forthe year | endedDecember31, | 2022 | |||||
| Unrealised | |||||||
| Currency | gains (losses) | ||||||
| translation | onvaluation | Total | |||||
| At January 1 | ($ | 214,721) | $ | 6,765 |
($ | 207,956) | |
| Revaluation - currency translation | 51,630 | - | 51,630 | ||||
| Revaluation - unrealised losses | - | ( | 89,882) | ( | 89,882) | ||
| on valuation | |||||||
| Valuation adjustment transfer out to | |||||||
| retained earnings | - | ( | 84,868) | ( | 84,868) | ||
| At December 31 | ($ | 163,091) | ($ | 167,985) | ($ | 331,076) |
(20) Operating revenue
| Operating revenue | ||
|---|---|---|
| Revenue from contracts with customers | For theyears ended December31, | |
| 2023 8,460,641 $ |
2022 | |
| 11,049,641 $ |
- A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods at a point in time in the following major
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CHUN YU WORKS & CO., LTD.
product lines:
==> picture [460 x 272] intentionally omitted <==
----- Start of picture text -----
For the year ended December 31, 2023
Major product lines Screw segment Machinery segment Total
Screws and nuts $ 5,147,344 $ - $ 5,147,344
Wire rods 1,994,478 - 1,994,478
Machinery and equipment - 1,005,270 1,005,270
Billet 29,902 - 29,902
Others 185,040 98,607 283,647
$ 7,356,764 $ 1,103,877 $ 8,460,641
For the year ended December 31, 2022
Major product lines Screw segment Machinery segment Total
Screws and nuts $ 5,905,324 $ - $ 5,905,324
Wire rods 2,988,455 - 2,988,455
Machinery and equipment - 1,083,791 1,083,791
Billet 688,600 - 688,600
Others 300,045 83,426 383,471
$ 9,882,424 $ 1,167,217 $ 11,049,641
----- End of picture text -----
B. Contract liabilities:
As of December 31, 2023 and 2022, the Company has recognised revenue-related contract liabilities of $481,924 and $470,653, respectively. As of January 1, 2023, the contract liabilities amounted to $407,343. Revenue recognised for the years ended December 31, 2023 and 2022, which was included in the contract liabilities at the beginning of the year, amounted to $393,211 and $308,191, respectively.
(21) Interest income
| and $308,191, respectively. Interest income |
||
|---|---|---|
| Interest income from bank deposits Other interest |
For theyears ended December31, | |
| 2023 29,636 $ 6,839 36,475 $ |
2022 | |
| 7,510 $ 8,465 |
||
| 15,975 $ |
(22) Other income
| Other income | ||
|---|---|---|
| Rent income Dividend income Government grants Other income |
Forthe years endedDecember31, | |
| 2023 1,983 $ 7,688 1,536 21,093 32,300 $ |
2022 | |
| 2,694 $ 17,827 1,114 21,000 |
||
| 42,635 $ |
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CHUN YU WORKS & CO., LTD.
(23) Other gains and losses
| Other gains and losses | |||||
|---|---|---|---|---|---|
| Forthe years ended | December31, | ||||
| 2023 | 2022 | ||||
| Gains on financial assets at fair value | $ | 120,350 | $ | 58,072 |
|
| through profit or loss | |||||
| Gains (losses) on disposal of property, plant | 587 | ( | 2,045) | ||
| and equipment | |||||
| Net foreign exchange (losses) gains | ( | 3,450) | 26,744 | ||
| Losses from lease modification | - | ( | 182) |
||
| Miscellaneous disbursements | ( | 1,532) | ( | 2,206) | |
| $ | 115,955 | $ | 80,383 |
(24) Finance costs
| Finance costs | ||
|---|---|---|
| Interest expense: Bank borrowings Ordinary bonds payable Convertible bonds payable Interest on lease liabilities |
For the years ended December 31, | |
| 2023 42,568 $ 47,709 29,339 1,848 121,464 $ |
2022 | |
| 48,454 $ 48,560 22,708 1,809 |
||
| 121,531 $ |
(25) Expenses by nature
| Expenses by nature | |||
|---|---|---|---|
| Employee benefit expense Depreciation Amortisation Employee benefit expense Depreciation Amortisation |
Forthe yearendedDecember31,2023 | ||
| Operatingcosts Operatingexpenses Total 771,875 $ 420,445 $ 1,192,320 $ 231,242 60,674 291,916 641 2,829 3,470 1,003,758 $ 483,948 $ 1,487,706 $ For the year ended December 31, 2022 |
Total | ||
| 1,192,320 $ 291,916 3,470 |
|||
| 1,487,706 $ |
|||
| Operatingcosts 910,802 $ 221,677 428 1,132,907 $ |
Operatingexpenses 394,819 $ 60,067 3,356 458,242 $ |
Total | |
| 1,305,621 $ 281,744 3,784 |
|||
| 1,591,149 $ |
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CHUN YU WORKS & CO., LTD.
(26) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labour and health insurance fees Pension costs Other personnel expenses Wages and salaries Labour and health insurance fees Pension costs Other personnel expenses |
Operating costs Operating expenses Total 644,089 $ 357,569 $ 1,001,658 $ 59,674 21,874 81,548 43,022 20,777 63,799 25,090 20,225 45,315 771,875 $ 420,445 $ 1,192,320 $ Operating costs Operatingexpenses Total 773,648 $ 332,418 $ 1,106,066 $ 59,020 23,068 82,088 49,358 19,254 68,612 28,776 20,079 48,855 910,802 $ 394,819 $ 1,305,621 $ Forthe yearendedDecember31,2023 Forthe yearendedDecember31,2022 |
|
| 1,106,066 $ 82,088 68,612 48,855 |
||
| 1,305,621 $ |
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall be 2% for employees’ compensation and shall not be higher than 2% for directors’ remuneration. However, if the Company has accumulated deficit, the earnings shall be reserved to offset losses.
-
B. For the years ended December 31, 2023 and 2022, employees’ compensation were accrued at $6,095 and $13,100, respectively; while directors’ remuneration were accrued at $6,085 and $13,100, respectively. The employees’ compensation and directors’ remuneration resolved by the Board of Directors on March 9, 2022 were both $13,100, and the employees’ compensation will be distributed in the form of cash, consistent with the amount recognised on the financial statements for the year ended December 31, 2022. The aforementioned amounts were recognised in salary expenses and were accrued based on the earnings of current year and the percentage prescribed by the Company’s Articles of Incorporation. The employees’ compensation and directors’ remuneration resolved by the Board of Directors on March 7, 2024 were $6,095 and 6,085, respectively.
- Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
(27) Income tax
-
A. Components of income tax expense:
- (a) Components of income tax expense:
-
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CHUN YU WORKS & CO., LTD.
| Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Current tax: | |||||
| Current tax on profits for the year | $ | 155,623 | $ | 170,809 |
|
| Tax on undistributed earnings | 4,992 | 262 | |||
| Prior year income tax under estimation | 11,342 | 6,128 | |||
| Total current tax | 171,957 | 177,199 | |||
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 13,081) | 40,886 | ||
| Income tax expense | $ | 158,876 | $ | 218,085 |
(b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| follows: | ||||
|---|---|---|---|---|
| For the | years ended December31, | |||
| 2023 | 2022 | |||
| Remeasurement of defined benefit obligations | $ | 1,279 | 8,476 $ |
|
| Exchange differences on translation of | ||||
| foreign financial statements | ( | 2,165) | 2,846 | |
| ($ | 886) | 11,322 $ |
B. Reconciliation between income tax expense and accounting profit:
| Forthe years ended | Forthe years ended | December31, | |||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Tax calculated based on profit before tax and | $ | 179,921 | $ | 272,659 |
|
| statutory tax rate | |||||
| Effects from items disallowed by tax regulation | ( | 51,591) | ( | 40,174) | |
| Tax on undistributed earnings | 4,992 | 262 | |||
| Prior year income tax under estimation | 11,342 | 6,128 | |||
| Separate taxation | 14,215 | 14,982 | |||
| Change in assessment of realisation of deferred | 10,385 | ( | 71,654) | ||
| tax assets | |||||
| Effect from tax loss | ( | 10,388) | 35,882 | ||
| Income tax expense | $ | 158,876 | $ | 218,085 |
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CHUN YU WORKS & CO., LTD.
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| are as follows: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For | the | yearended | December31,2023 | |||||||||
| Recognised | ||||||||||||
| Recognised | in other | |||||||||||
| in | comprehensive | |||||||||||
| January1 | profit or loss | income | December31 | |||||||||
| Deferred tax assets | ||||||||||||
| Temporary differences: | ||||||||||||
| Allowance for bad debts in | $ | 2,959 |
($ | 1,824) | $ | - |
$ | 1,135 | ||||
| excess of tax limits | ||||||||||||
| Pensions | 21,350 | 347 | - | 21,697 | ||||||||
| Loss on decline in inventory | 20,804 | ( | 115) |
- | 20,689 | |||||||
| market value | ||||||||||||
| Unrealised foreign exchange loss | 30 | 27 | - | 57 | ||||||||
| Cost of right-of-use assets | 9,354 | (1,776) | 7,578 | |||||||||
| Other deferred revenue and | 10,874 | ( | 1,894) | - | 8,980 | |||||||
| unrealised expenses | ||||||||||||
| Currency translation differences | 4,450 | 273 | - | 4,723 | ||||||||
| Remeasurements of defined | 6,748 | ( | 1,279) | 5,469 | ||||||||
| benefit plans | ||||||||||||
| Tax losses | 87,517 | 10,388 | - | 97,905 | ||||||||
| $ | 164,086 | $ | 5,426 | ($ | 1,279) | $ | 168,233 | |||||
| Deferred tax liabilities | ||||||||||||
| Temporary differences: | ||||||||||||
| Unrealised foreign exchange gain | ($ |
504) |
$ | 504 | $ | - |
$ | - | ||||
| Gain on investments accounted | ( | 112,085) | 6,034 | 2,165 | ( | 103,886) | ||||||
| for using the equity method | ||||||||||||
| Unrealised lease liability | ( | 9,354) | 1,776 | ( | 7,578) | |||||||
| Pensions | ( | 3,158) | ( | 2,644) | - | ( | 5,802) | |||||
| Reserve for land value increment | ( | 335,417) | - | - | ( | 335,417) | ||||||
| tax | ||||||||||||
| Others | ( | 6,995) | 1,985 | - | ( | 5,010) | ||||||
| ($ | 467,513) | $ | 7,655 | $ | 2,165 | ($ | 457,693) | |||||
| ($ | 303,427) | $ | 13,081 | $ | 886 | ($ | 289,460) |
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CHUN YU WORKS & CO., LTD.
| For | the | the | yearended | yearended | December | December | 31,2022 | 31,2022 | 31,2022 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognised | |||||||||||||
| Recognised | in other | ||||||||||||
| in | comprehensive | ||||||||||||
| January1 | profit or loss | income | December31 | ||||||||||
| Deferred tax assets | |||||||||||||
| Temporary differences: | |||||||||||||
| Allowance for bad debts in | $ | 3,443 |
($ | 484) | $ | - | $ | 2,959 | |||||
| excess of tax limits | |||||||||||||
| Pensions | 22,494 | ( | 1,144) | - | 21,350 | ||||||||
| Loss on decline in inventory | 14,653 | 6,151 | - | 20,804 | |||||||||
| market value | |||||||||||||
| Unrealised losses on disposal of | 122 | ( | 122) |
- | - | ||||||||
| assets | |||||||||||||
| Unrealised foreign exchange loss | 66 | ( | 36) |
- | 30 | ||||||||
| Cost of right-of-use assets | 4,663 | 4,691 | - | 9,354 | |||||||||
| Other deferred revenue and | 10,483 | 391 | - | 10,874 | |||||||||
| unrealised expenses | |||||||||||||
| Currency translation differences | 4,450 | - | - | 4,450 | |||||||||
| Remeasurements of defined | 15,224 | - | ( | 8,476) | 6,748 | ||||||||
| benefit plans | |||||||||||||
| Tax losses | 123,285 | ( | 35,768) | - | 87,517 | ||||||||
| $ | 198,883 | ($ | 26,321) | ($ | 8,476) | $ | 164,086 | ||||||
| Deferred tax liabilities | |||||||||||||
| Temporary differences: | |||||||||||||
| Unrealised foreign exchange gain | $ | - |
($ | 504) | $ | - | ($ | 504) | |||||
| Gain on investments accounted | ( | 98,738) | ( | 10,501) | ( | 2,846) | ( | 112,085) | |||||
| for using the equity method | |||||||||||||
| Unrealised lease liability | ( | 4,663) | ( | 4,691) | ( | 9,354) | |||||||
| Pensions | ( | 1,945) | ( | 1,213) | - | ( | 3,158) | ||||||
| Reserve for land value increment | ( | 335,417) | - | - | ( | 335,417) | |||||||
| tax | |||||||||||||
| Others | ( | 9,339) | 2,344 | - | ( | 6,995) | |||||||
| ($ | 450,102) | ($ | 14,565) | ($ | 2,846) | ($ | 467,513) | ||||||
| ($ | 251,219) | ($ | 40,886) | ($ | 11,322) | ($ | 303,427) |
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CHUN YU WORKS & CO., LTD.
- D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
==> picture [454 x 220] intentionally omitted <==
----- Start of picture text -----
December 31, 2023
Amount filed Unrecognised deferred
Year incurred /assessed Unused amount income tax assets Expiry year
2017 $ 580,599 $ - $ - 2027
2019 516,191 473,269 - 2029
2023 16,255 16,255 - 2033
$ 1,113,045 $ 489,524 $ -
December 31, 2022
Amount filed Unrecognised deferred
Year incurred /assessed Unused amount income tax assets Expiry year
2017 $ 580,599 $ - $ - 2027
2019 516,191 437,586 - 2029
$ 1,096,790 $ 437,586 $ -
----- End of picture text -----
- E. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
| are as follows: | ||
|---|---|---|
| Deductible temporary differences Allowance for bad debts in excess of tax limits Unrealised loss from inventory valuation Unrealised loss from bad debts Unused compensated absences |
December 31, 2023 235 $ 59,782 20,472 4,169 84,658 $ |
December 31, 2022 |
| 517 $ 69,650 31,661 4,241 |
||
| 106,069 $ |
-
F. The Group did not recognise deferred tax liabilities related to taxable temporary differences of investment in subsidiaries. The unrecognised deferred tax liabilities were $1,435,158 and $1,181,299 as of December 31, 2023 and 2022, respectively.
-
G. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority. The Company did not have any administrative remedy as of March 7, 2024.
-
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CHUN YU WORKS & CO., LTD.
(28) Earnings per share
For the year ended December 31, 2023
| Forthe yearendedDecember31,2023 | Forthe yearendedDecember31,2023 | 1,2023 | |
|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary Earnings Amount shares outstanding per share aftertax (sharesinthousands) (indollars) 253,625 $ 278,733 0.91 $ 253,625 $ 278,733 - 365 11,317 42,667 264,942 $ 321,765 0.82 $ Forthe yearendedDecember31,2022 |
Earnings per share (indollars) |
|
| 0.91 $ |
|||
| 0.82 $ |
|||
| Amount after tax 537,503 $ 537,503 $ - 8,474 545,977 $ |
Weighted average number of ordinary shares outstanding (shares in thousands) 278,733 278,733 649 22,093 301,475 |
Earnings per share (in dollars) |
|
| 1.93 $ |
|||
| 1.81 $ |
The above mentioned weighted average number of outstanding shares was retrospectively adjusted proportionately to the capitalised amount of unappropriated retained earnings for the year ended December 31, 2021.
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CHUN YU WORKS & CO., LTD.
(29) Supplemental cash flow information
A. Investing and financing activities with partial cash payments:
| For theyears ended | For theyears ended | For theyears ended | December31, | |||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Acquisition of property, plant and equipment | $ | 60,453 | $ | 168,000 |
||
| Add: Opening balance of payable on | 8,191 | 22,043 | ||||
| equipment (listed as ‘Other payables’) | ||||||
| Less: Ending balance of payable on equipment | ||||||
| (listed as ‘Other payables’) | ( | 14,491) | ( | 8,191) | ||
| ash paid for acquisition of property, plant and | ||||||
| equipment | $ | 54,153 | $ | 181,852 | ||
| For the years ended | December 31, | |||||
| 2023 | 2022 | |||||
| Cash dividends declared | $ | 302,163 | $ | 438,855 |
||
| Less: Dividends received by subsidiaries for | ||||||
| holding the parent company’s shares | ( | 23,430) | ( | 34,030) | ||
| Cash dividends paid | $ | 278,733 | $ | 404,825 |
(a) Acquisition of property, plant and equipment Add: Opening balance of payable on equipment (listed as ‘Other payables’) Less: Ending balance of payable on equipment (listed as ‘Other payables’)
Cash paid for acquisition of property, plant and equipment
- (b) Cash dividends declared
B. Operating and investing activities with no cash flow effects:
-
(a) Write-offs of uncollectible receivables
-
(b) Inventories transferred to property, plant and equipment
-
(c) Prepayments for equipment transferred to property, plant and equipment
-
(d) Property, plant and equipment transferred to other non-current assets
-
(e) Prepayments for equipment transferred to intangible assets
| w effects: | w effects: |
|---|---|
| For the years ended December 31, | |
| 2023 673 $ 15,995 $ 13,736 $ - $ - $ |
2022 |
| 3,073 $ |
|
| 15,495 $ |
|
| 33,103 $ |
|
| 458 $ |
|
| 275 $ |
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CHUN YU WORKS & CO., LTD.
| Liabilities from | financing activities - gross | 5,436,206 $ |
338,819) ( |
14,953 | 20,058 | 2,067) ( |
5,130,331 $ |
Liabilities from | financing activities -gross | 5,303,103 $ |
303,533 | 11,454 | 183,408) ( |
1,524 | 5,436,206 $ |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Guarantee | deposits received | 457 $ |
- | - | - | - | 457 $ |
Guarantee | deposits received | 457 $ |
- | - | - | - | 457 $ |
| Long-term borrowings | (including current portion) | 39,036 $ |
9,330) ( |
- | - | - | 29,706 $ |
Long-term borrowings | (including current portion) | 624,826 $ |
585,790) ( |
- | - | - | 39,036 $ |
| Bonds | payable | 4,563,605 $ |
- | 14,953 | - | - | 4,578,558 $ |
Bonds | payable | 3,000,000 $ |
1,775,874 | 11,454 | 223,723) | - | 4,563,605 $ |
| ( | |||||||||||||||
| Lease | liability | 52,262 | 26,829) | - | 20,058 | 2,067) | 43,424 | Lease | liability | 35,449 | 25,026) | - | 40,315 | 1,524 | 52,262 |
| $ | ( | ( | $ | $ | ( | $ | |||||||||
| Short-term | borrowings | January 1, 2023 780,846 $ |
Changes in cash flow from financing activities 302,660) ( |
Changes in unamortised discount - |
Changes in other non-cash items - |
Impact of changes in foreign exchange rate - |
December 31, 2023 478,186 $ |
Short-term | borrowings | January 1, 2022 1,642,371 $ |
Changes in cash flow from financing activities 861,525) ( |
Changes in unamortised discount - |
Changes in other non-cash items - |
Impact of changes in foreign exchange rate - |
December 31, 2022 780,846 $ |
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CHUN YU WORKS & CO., LTD.
7. Related Party Transactions
(1) Names of related parties and relationship
Names of related parties Relationship with the Group Ofco Industrial Corp. Other related party Gloria Material Technology Corp. Other related party TSG Transportation Corp. Other related party TSG Environmental Technology Corp. Other related party TSG Power Corp. Other related party Golden Win Steel Industrial Corp. Other related party Shanghai Wangzhan Trading Co.,Ltd. Other related party
(2) Significant related party transactions
A. Operating revenue
| nificant related party transactions Operating revenue |
||
|---|---|---|
| Sales of goods: Other related parties |
2023 2022 491,018 $ 798,604 $ Forthe years endedDecember31, |
|
| 798,604 $ |
Goods are sold to related parties based on the terms that would be available to third parties and the average credit term is 2 months. The credit terms for machinery and equipment sales are based on the terms specified in the contracts, some of which are sold on installment over a period of 1 ~ 3 years, and for spare parts sales are 3 ~ 4 months.
B. Purchases
| 3 years, and for spare parts sales are 3 ~ 4 months. Purchases |
||
|---|---|---|
| Purchases of goods: Other related parties |
Forthe years endedDecember31, | |
| 2023 7,525 $ |
2022 | |
| 2,437 $ |
Goods are purchased from related parties based on the prices and terms that would be available to third parties and the average payment terms are 1 ~ 2 months. However, both parties may negotiate to extend payment terms according to the funds available.
C. Property transaction
Acquisition of assets:
| Property transaction Acquisition of assets: |
||
|---|---|---|
| Objects Other related parties Machinery and equipment |
For theyears ended December31, | |
| 2023 459 $ |
2022 | |
| 500 $ |
The Group purchases property, plant and equipment from related parties at a negotiated price.
D. Other expenses
| Other expenses | ||
|---|---|---|
| Other related parties | For theyears ended December31, | |
| 2023 42,207 $ |
2022 | |
| 53,737 $ |
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CHUN YU WORKS & CO., LTD.
E. Other income
Other related parties
F. Receivables from related parties
Notes receivable : Other related parties Accounts receivable : Other related parties Other receivable : Other related parties
- G. Contract liabilities - current
Other related parties
H. Payables to related parties
Notes payable : Other related parties Other payables : Other related parties
(3) Key management compensation
Wages and salaries and other short-term benefits
==> picture [218 x 441] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
2023 2022
$ 1,808 $ 3,403
December 31, 2023 December 31, 2022
$ 11,441 $ 48,966
$ 94,180 $ 39,106
$ 560 $ -
December 31, 2023 December 31, 2022
$ 1,033 $ 10,416
December 31, 2023 December 31, 2022
$ 3,801 $ -
$ 5,672 $ 8,348
For the years ended December 31,
2023 2022
$ 80,299 $ 73,677
----- End of picture text -----
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CHUN YU WORKS & CO., LTD.
8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Assets Pledged demand deposits (Note 1) Inventories Land (Note 2) Buildings, net (Note 2) Machinery and equipment, net (Note 2) Right-of-use assets |
December31,2023 8,967 $ 79,200 453,275 119,214 50,537 13,727 724,920 $ |
December31,2022 11,775 $ 79,200 453,275 125,747 51,794 14,544 736,335 $ |
Purpose |
|---|---|---|---|
| Guarantee, collateral for short-term and long-term borrowings and bonds payable Collateral for short-term and long-term borrowings Collateral for short-term and long-term borrowings and bonds payable Collateral for short-term and long-term borrowings and bonds payable Collateral for short-term and long-term borrowings Collateral for short-term borrowings |
(Note 1) Listed as ‘Other current financial assets’.
(Note 2) Listed as ‘Property, plant and equipment’.
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
-
(1) As of December 31, 2023 and 2022, the Group’s capital expenditures contracted for at the balance sheet date but not yet incurred were $5,966 and $705, respectively.
-
(2) As of December 31, 2023 and 2022, the Group’s line of credit issued but not yet negotiated were $184,423 and $36,751, respectively.
-
(3) Information on provision of endorsements and guarantees to others is provided in Note 13(1)B.
-
(4) The Company is involved in a lawsuit filed by Mr. Li, Shi-Ren in 2012 relating to whether an employment relationship existed between both parties. Mr. Li, Shi-Ren claimed that he served in an investee of the Company for 26 years and 8 months and requested the Company to pay pension for a total amount of USD 642 thousand. On February 27, 2014, the Taiwan Kaohsiung District Court rendered a decision that the Company is liable for the USD 642 thousand pension payment. The Company disagreed with the decision and appealed during the legal period. On April 29, 2016, the Taiwan High Court Kaohsiung Branch Court revoked the original decision rendered on February 27, 2014 and rendered a decision that the litigation expenses incurred thereby shall be borne by the appellant (Li, Shi-Ren). Subsequently, Li, Shi-Ren appealed to the Supreme Court. On August 2, 2018, the Supreme Court, after reviewing the case, revoked the decision except for the provisional execution and remanded the case to the Taiwan High Court Kaohsiung Branch Court. On April 15, 2020, following the first decision by the Supreme Court, the Taiwan High Court Kaohsiung Branch
-
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CHUN YU WORKS & CO., LTD.
Court rendered a decision on the case no. 2018-Zhong-Lao-Shang-Geng-Yi-Zi-1, in which both of the appellant’s (Li, Shi-Ren) appeal with the first instance court and motion for provisional execution are dismissed, and the appellant shall bear the relevant litigation expenses. Subsequently, Li, Shi-Ren appealed to the Supreme Court. On April 28, 2022, the Supreme Court, after reviewing the case, revoked the decision except for the provisional execution and remanded the case to the Taiwan High Court Kaohsiung Branch Court. The judgment was remanded by the Supreme Court for the second time. The appeal was dismissed on December 14, 2022, and the relevant litigation expenses incurred shall be borne by the Company. Subsequently, Li, Shi-Ren appealed to the Supreme Court. On June 8, 2023, the Supreme Court, after reviewing the case, revoked the decision except for the provisional execution and remanded the case to the Taiwan High Court Kaohsiung Branch Court.
10. Significant Disaster Loss
None.
- Significant Events after the Balance Sheet Date
In February 2024, the Company participated in the capital increase of Argo Yachts Development Co., Ltd. at a price of $27 (in dollars) per share. The Company subscribed 4,500 thousand shares, for a total subscription of $121,500.
12. Others
- (1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
(2) Financial instruments
-
A. Financial instruments by category
-
Details of the Group’s financial instruments by category are provided in Note 6.
-
B. Financial risk management policies
-
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for over all risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of
-
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CHUN YU WORKS & CO., LTD.
excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
-
i. Foreign exchange risk
-
(i) The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the RMB, USD and IDR. Foreign exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
-
(ii) Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the Group treasury. The Group treasury uses forward foreign exchange contracts to manage the foreign exchange risk arising from future commercial transactions and recognised assets and liabilities. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.
-
(iii) The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD, RMB and IDR). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
-
-
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD USD:RMB RMB:NTD EUR:NTD JPY:NTD Financial liabilities Monetary items USD:NTD USD:IDR |
December31,2023 | December31,2023 | |
|---|---|---|---|
| Foreign currency amount (In thousands) 9,307 $ 1,716 8,907 1,050 50,848 3,256 352 |
Exchange rate 30.71 7.0827 4.34 33.98 0.2172 30.71 15,508 |
Book Value | |
| 287,759 $ 52,698 38,617 35,687 11,044 99,966 10,799 |
|||
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| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD USD:RMB EUR:NTD RMB:NTD JPY:NTD Financial liabilities Monetary items USD:NTD USD:RMB USD:IDR EUR:NTD |
Foreign currency amount (In thousands) Exchange rate Book Value 8,400 $ 30.71 257,973 $ 3,217 6.9646 98,760 1,231 32.72 40,293 7,057 4.410 31,109 56,869 0.2324 13,216 5,260 30.71 161,526 3,535 6.9646 108,514 2,230 15,510 68,479 834 32.72 27,288 December 31,2022 |
|---|---|
The sensitivity analysis of foreign exchange risk mainly focuses on the foreign currency monetary items at the end of the financial reporting period. If the exchange rate of NTD to all foreign currencies had appreciated/depreciated by 1%, the Group’s net income would have decreased/increased by $2,524 and $666 for the years ended December 31, 2023 and 2022, respectively.
The total exchange (losses) gains, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group amounted to ($3,450) and $26,744 for the years ended December 31, 2023 and 2022, respectively.
-
ii. Price risk
-
(i) The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
-
(ii) The Group’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit would have increased/decreased by $1,302 and $504 for the years ended December 31, 2023 and 2022, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $6,813 and $4,392, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.
-
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CHUN YU WORKS & CO., LTD.
-
iii. Cash flow and fair value interest rate risk
-
(i) The Group’s main interest rate risk arises from some borrowings with variable rates, which expose the Group to cash flow interest rate risk. During 2023 and 2022, the Group’s borrowings at variable rate were mainly denominated in NTD, USD, RMB and IDR.
-
(ii) The Group’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
-
(iii) If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit, net of tax would have decreased/increased by $963 and $961 for the years ended December 31, 2023 and 2022, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
-
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.
-
ii. The Group manages its credit risk taking into consideration the entire group’s concern. For banks and financial institutions, only independently rated parties with a certain rating are accepted. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
-
iii. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv. If the credit rating grade of an investment target degrades two scales, there has been a significant increase in credit risk on that instrument since initial recognition.
-
v. If the default rate of an investment target exceeds 10%, there has been a significant increase in credit risk on that instrument since initial recognition.
-
vi. The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
vii. The Group classifies customer’s accounts receivable in accordance with credit risk on trade. The Group applies the modified approach using a provision matrix to estimate the
-
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CHUN YU WORKS & CO., LTD.
expected credit loss and uses the historical and timely information to establish loss rate for assessing the default possibility of accounts receivable. Movements in relation to the Group applying the modified approach to provide loss allowance for notes and accounts receivable are as follows:
| receivable are as follows: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Forthe yearendedDecember | 31, | 2023 | |||||||
| Notes | Accounts | ||||||||
| receivable | receivable | Total | |||||||
| Balance at January 1 | $ | 268 | $ | 24,003 | $ | 24,271 | |||
| Expected credit (gain) loss | ( | 123) |
4,307 | 4,184 | |||||
| Write-offs | - | ( | 673) |
( | 673) |
||||
| Effect of foreign exchange | 8 | ( | 973) |
( | 965) |
||||
| Balance at December 31 | $ | 153 | $ | 26,664 | $ | 26,817 | |||
| Forthe yearendedDecember | 31, | 2023 | |||||||
| Notes | Accounts | ||||||||
| receivable | receivable | Total | |||||||
| Balance at January 1 | $ | 252 | $ | 29,118 | $ | 29,370 | |||
| Expected credit loss (gain) | 19 | ( | 1,540) | ( | 1,521) | ||||
| Write-offs | - | ( | 3,073) | ( | 3,073) | ||||
| Effect of foreign exchange | ( | 3) |
( | 502) |
( | 505) |
|||
| Balance at December 31 | $ | 268 | $ | 24,003 | $ | 24,271 |
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.
-
ii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows:
-
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CHUN YU WORKS & CO., LTD.
| December31,2023 Non-derivative financial liabilities: Short-term borrowings Notes payable Accounts payable Other payables Lease liability Bonds payable Long-term borrowings (including current portion) Guarantee deposits received December 31, 2022 Non-derivative financial liabilities: Short-term borrowings Notes payable Accounts payable Other payables Lease liability Bonds payable Long-term borrowings (including current portion) Guarantee deposits received |
Less than 1year 479,999 $ 438 494,133 378,577 14,477 1,950 6,993 457 Less than 1year 801,682 $ 388 558,651 440,435 25,654 1,950 16,723 457 |
Between 1 and 2year(s) - $ - - - 10,121 1,950 6,895 - Between 1 and 2year(s) - $ - - - 10,484 1,950 6,367 - |
Between 2 and5 years - $ - - - 20,497 4,605,850 15,133 - Between 2 and 5 years - $ - - - 14,363 5,850 13,962 - |
More than 5 years - $ - - - 1,720 - 1,800 - More than 5 years |
|---|---|---|---|---|
| - $ - - - 3,785 4,601,950 3,316 - |
- iii. For non-derivative financial liabilities, the Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis to be significantly earlier, nor expect the actual cash flow amount to be significantly different.
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset
-
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CHUN YU WORKS & CO., LTD.
or liability, either directly or indirectly. The fair value of the Group’s investment in listed stocks-private placement (Liquidity discount is 24.82%) is included in Level 2.
-
Level 3: Unobservable inputs for the asset or liability.
-
B. The carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, financial assets a amortised cost, notes receivable, accounts receivable, other receivables, other current financial assets, guarantee deposits paid, long-term notes and accounts receivable, short-term borrowings, notes payable, accounts payable, other payables, bonds payable, long-term borrowings (including current portion) and guarantee deposits received) are approximate to their fair values.
-
C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2023 and 2022 are as follows:
| 31, 2023 and 2022 are as follows: | ||||
|---|---|---|---|---|
| December31,2023 Assets: Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Beneficiary certificates Financial assets at fair value through other comprehensive income Equity securities December31,2022 Assets: Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Beneficiary certificates Financial assets at fair value through other comprehensive income Equity securities |
Level 1 185 $ 2,992 3,177 681,311 684,488 $ Level 1 39,232 $ 11,179 50,411 439,249 489,660 $ |
Level 2 127,050 $ - 127,050 - 127,050 $ Level 2 - $ - - - - $ |
Level3 - $ - - - - $ Level3 - $ - - - - $ |
Total |
| 127,235 $ 2,992 |
||||
| 130,227 | ||||
| 681,311 | ||||
| 811,538 $ |
||||
| Total | ||||
| 39,232 $ 11,179 |
||||
| 50,411 | ||||
| 439,249 | ||||
| 489,660 $ |
-
D. The methods and assumptions the Group used to measure fair value are as follows:
-
(a) The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
-
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CHUN YU WORKS & CO., LTD.
Market quoted price
Listed shares Open-end fund Closing price Net asset value
-
(b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
-
E. The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.
-
F. For the years ended December 31, 2023 and 2022, there was no transfer between Level 1 and Level 2.
-
G. For the years ended December 31, 2023 and 2022, there was no transfer into or out from Level 3.
13. Supplementary Disclosures
(According to the current regulatory requirements, the Company is only required to disclose the information for the year ended December 31, 2023)
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: Refer to table 1.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Refer to table 2.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 3.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Refer to table 4.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 5.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 6.
-
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CHUN YU WORKS & CO., LTD.
-
B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas: Purchases and sales between the Company and investees in Mainland China are eliminated when preparing consolidated financial statements. Information on significant transactions, such as purchases and sales, receivables and payables, provision of endorsements and guarantees and financing, between the Company and investees in Mainland China is provided in Note 13(1) B and J.
-
(4) Major shareholders information
Major shareholders information: Refer to table 7.
14. Segment Information
-
(1) General information
-
A. Management has determined the reportable operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions. The Group’s reportable segments are as follows:
-
(a) Screw segment: Primarily engaging in the manufacture, process and trade of screws and nuts, etc.
-
(b) Machinery segment: Primarily engaging in the manufacture, assemble and trade of machine tools and chemical machinery, etc.
-
(c) Investment segment: Primarily engaging in the general investment.
-
-
B. There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information during this period.
-
C. The Group’s chief operating decision-maker assesses the performance based on the segment’s net operating profit. The accounting policies of the operating segments are in agreement with the significant accounting policies summarised in Note 4 in the consolidated financial statements.
(2) Information about segment profit or loss, assets and liabilities
- The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
For the year ended December 31, 2023
| Screw Machinery segment segment Segment revenue 7,924,451 $ 1,172,343 $ Inter-segment revenue 567,687) ( 68,466) ( Revenue from external customers, net 7,356,764 1,103,877 Segment income before tax 690,239 99,436 Segment assets 10,144,689 1,883,540 Segment liabilities 6,198,076 891,147 |
Investment segment Total - $ 9,096,794 $ - 636,153) ( - 8,460,641 53,940 843,615 140,107 12,168,336 27 7,089,250 |
|---|---|
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CHUN YU WORKS & CO., LTD.
| For | For | For | the yearended | December31,2022 | December31,2022 | December31,2022 | December31,2022 | December31,2022 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Screw | Machinery | Investment | ||||||||||
| segment | segment | segment | Total | |||||||||
| Segment revenue | $ | 10,574,494 |
$ | 1,270,675 |
$ | - |
$ | 11,845,169 |
||||
| Inter-segment revenue | ( | 692,070) | ( | 103,458) | - | ( | 795,528) | |||||
| Revenue from external | 9,882,424 |
1,167,217 | - | 11,049,641 | ||||||||
| customers, net | ||||||||||||
| Segment income before tax | 1,062,785 | 137,831 | ( | 94,590) | 1,106,026 | |||||||
| Segment assets | 10,598,236 | 1,910,548 |
102,289 | 12,611,073 | ||||||||
| Segment liabilities | 6,653,470 | 887,581 | 1,092 | 7,542,143 |
(3) Reconciliation for segment profit or loss, assets and liabilities
- A. Sales between segments are carried out at arm’s length. The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the consolidated statement of comprehensive income. A reconciliation of reportable segment income or loss before tax to the income/(loss) before tax is provided as follows:
| For theyears ended December31, | For theyears ended December31, | For theyears ended December31, | |||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Reportable operating segments income | $ | 843,615 | 1,106,026 $ |
||
| before tax | |||||
| Elimination of inter-segment income (loss) | ( | 324,061) | ( | 224,825) |
|
| Profit before income tax | $ | 519,554 | 881,201 $ |
- B. The amounts provided to the chief operating decision maker with respect to total assets and liabilities are measured in a manner consistent with that of the financial statements. Therefore, such reconciliation is not required.
(4) Information on products and services
The Group classified the operating segments based on the category of products. Thus, information on products is not disclosed separately.
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CHUN YU WORKS & CO., LTD.
(5) Geographical information
Geographical information for the years ended December 31, 2023 and 2022 is as follows:
For the years ended December 31,
| Taiwan Mainland China and Hong Kong U.S.A. Other countries |
Non-current Revenue (Note) assets 2,332,587 $ 2,220,155 $ 2,263,517 479,510 688,121 26,576 3,176,416 298,136 8,460,641 $ 3,024,377 $ 2023 |
2022 | 2022 |
|---|---|---|---|
| Revenue (Note) 2,332,587 $ 2,263,517 688,121 3,176,416 8,460,641 $ |
Revenue (Note) 4,076,777 $ 2,453,107 755,100 3,764,657 11,049,641 $ |
Non-current assets |
|
| 2,319,963 $ 570,100 30,257 310,095 |
|||
| 3,230,415 $ |
(Note) The revenue is classified based the country where the customer is located.
(6) Major customer information
Major customer information for the years ended December 31, 2023 and 2022 is as follows:
| Customer E-SHENG STEEL CO., LTD. |
For the years ended December 31, | For the years ended December 31, |
|---|---|---|
| 2023 SalesRevenue Note |
2022 | |
| SalesRevenue | ||
| 1,524,969 $ |
(Note) Since the sales revenue did not reach 10%, the amount was not disclosed.
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CHUN YU WORKS & CO., LTD.
| Ratio of accumulated Maximum endorsement/ outstanding Outstanding guarantee Provision of Provision of Provision of Relationship Limit on endorsement/ endorsement/ Amount of amount to net Ceiling on endorsements/ endorsements/ endorsements/ with the endorsements/ guarantee guarantee endorsements/ asset value of total amount of guarantees by guarantees by guarantees to endorser/ guarantees amount as of amount at guarantees the endorser/ endorsements/ parent subsidiary to the party in Endorser/ guarantor provided for a December 31, December 31, Actual amount secured with guarantor guarantees company to parent Mainland Number guarantor Company name (Note 1) single party 2023 2023 drawn down collateral company provided subsidiary company China Footnote Party being endorsed/guaranteed |
0 Chun Yu Works & Co., Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. 2 2,566,642 $ 648,500 $ $ 307,050 $ 112,723 $ - 7.18% 3,422,189 $ Y N Y (Note 2) |
|---|---|
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CHUN YU WORKS & CO., LTD.
| General Number of shares Relationship with the ledger account (In thousands of Securities held by Marketable securities securities issuer (Note 1) shares or units) Book value Ownership (%) Fair value Footnote Chun Yu Works & Co., Ltd. and subsidiaries Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) For the year ended December 31, 2023 Table 2 Expressed in thousands of NTD As of December 31, 2023 |
Chun Yu Works & Co., Ltd. Stocks -Taiwan Styrene Monomer Corporation - 3 11,678 182,761 $ 2.21 182,761 $ - Stocks - Gloria Material Technology Corporation Other related party 3 5,526 269,945 1.04 269,945 - Stocks - King Kong Iron Works, Ltd. - 3 304 772 0.55 772 - Stocks - Ensure Global Co., Ltd. - 2 5,000 127,050 3.16 127,050 - Beneficiary certificates - PGIM USD High Yield Bond Fund-USD - 1 300 2,992 - 2,992 - Chun Bang Precision Co., Ltd. Stocks - The First Insurance Co., Ltd. - 1 10 185 - 185 - Stocks - Taiwan Styrene Monomer Corporation - 3 6,440 100,786 1.22 100,786 - Chun Yu Investment Corp. Stocks - Chun Yu Works & Co., Ltd. The Company (Note 2) 23,430 591,612 7.75 591,612 - Stocks - Taiwan Styrene Monomer Corporation - 3 6,618 103,572 1.25 103,572 - Chun Yu Bio-tech Corp. Stocks - Chun Zu Machinery Industry Co., Ltd. Subsidiary (Note3) 9 161 0.01 161 - Stocks - Taiwan Styrene Monomer Corporation - 3 1,500 23,475 0.28 23,475 - (Note 1) The code number explanation is as follows: 1. Financial assets at fair value through profit or loss - current. 2. Financial assets at fair value through profit or loss- non-current. 3. Financial assets at fair value through other comprehensive profit or loss- non-current. (Note 2) Information relating to the Company’s stocks is provided in Note 6(16) 'Share capital'. (Note 3) The Company’s stocks held by Chun Yu Bio-tech Corp., shown as ‘Financial assets at fair value through other comprehensive profit or loss- non-current’, were changed to be shown as ‘Investments accounted for using the equity method’ when the group prepared the consolidated financial statements and fully eliminated. |
|---|---|
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CHUN YU WORKS & CO., LTD.
==> picture [31 x 31] intentionally omitted <==
| Percentage of Percentage of Relationship with the Purchases total purchases total notes/accounts Purchaser/seller Counterparty counterparty (sales) Amount (sales) Credit term Unit price Credit term Balance receivable (payable) Footnote Transaction transactions Table 3 Expressed in thousands of NTD Differences in transaction terms compared to third party Notes/accounts receivable (payable) |
Chun Yu Works & Co., Ltd. Ofco Industrial Corporation Other related party (Sales) 443,870) ($ ( 13%) 1 month $ - 3 ~ 5 months $ 92,683 15% - Chun Yu (Dongguan) Metal Products Co., Ltd. Shanghai Uchee Hardware Products Ltd. Subsidiary (Sales) ( 246,460) ( 19%) 3 months - (Note 1) - - - Shanghai Uchee Hardware Products Ltd. Subsidiary Purchases 175,792 18% 3 months - (Note 2) - - - Shanghai Uchee Hardware Products Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. Subsidiary (Sales) ( 175,792) ( 23%) 3 months - (Note 1) - - - Chun Yu (Dongguan) Metal Products Co., Ltd. Subsidiary Purchases 246,460 38% 3 months - (Note 2) - - - (Note 1) The credit terms to third parties are 1 ~ 3 months after the sale. (Note 2) The payment terms to third parties are 3 ~ 6 months after the acceptance. (Note 3) Foreign currencies are translated into New Taiwan Dollars using the following exchanges: Ending balance of receivable and payable are translated using the exchange rates as of report date (USD:NTD 1:30.7050, RMB:NTD 1:4.3355), and the transactions amounts are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD:NTD 1:31.1773, RMB:NTD 1:4.4272). |
|---|---|
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CHUN YU WORKS & CO., LTD.
| Expressed in thousands of NTD | Percentage of | consolidated total | operating revenue or | total assets (Note 4) | 1% | - | 3% | 1% | - | - | - | - | - | 1% | - | - | 3% | - | 2% | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction terms | 4 months | - | - | 3 months | - | 3 months | 3 months | 3 months | 3 months | - | (Note5) | - | - | 3 months | - | 3 months | |||||||||||||||||||||||||
| Chun Yu Works & Co., Ltd. and subsidiaries | Significant inter-company transactions during the reporting period | For the year ended December 31, 2023 | Table 4 | Transaction | Number Relationship |
General ledger account Amount (Note2) Company name Counterparty (Note 3) |
0 Chun Yu Works & Co., Ltd. Chun Yu Works (USA) Inc. 1 Sales 77,713 $ |
1 Accounts receivable 25,666 |
Chun Yu (Dongguan) Metal Products Co., Ltd. 1 Provision of endorsements and guarantees 307,050 |
1 Chun Bang Precision Co., Ltd. Chun Yu Works & Co., Ltd. 2 Sales 75,709 |
2 Accounts receivable 12,534 |
Pt Moon Lion Industries Indonesia 3 Sales 13,595 |
Chun Zu Machinery Industry Co., Ltd. 3 Sales 11,311 |
2 Chun Zu Machinery Industry Co., Ltd. Chun Yu Works & Co., Ltd. 2 Sales 12,747 |
Chun Yu (Dongguan) Metal Products Co., Ltd. 3 Sales 15,995 |
Shanghai Chun Zu Machinery Industry Ltd. 3 Other receivables 25,966 |
3 Shanghai Chun Zu Machinery Industry Ltd. Chun Zu Machinery Industry Co., Ltd. 3 Sales 44,011 |
3 Accounts receivable 12,176 |
4 Chun Yu (Dongguan) Metal Products Co., Ltd. Scholar Holdings Ltd. 3 Other receivables 18,594 |
Shanghai Uchee Hardware Products Ltd. 3 Sales 246,460 |
3 Other receivables 34,624 |
5 Shanghai Uchee Hardware Products Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. 3 Sales 175,792 |
(Note 1) Intercompany transactions between the parent company and its subsidiaries or between subsidiaries are not disclosed repetitively since the circumstances and amounts of each transaction is the same on each side. | In addition, the disclosure threshold for significant intercompany transactions is $10 million and the transactions are disclosed in asset and income aspects. | (Note 2) The transaction information of the Company and the consolidated subsidiaries should be noted in column "Number". The number means: | 1. Number 0 presents the Company. | 2. The consolidated subsidiaries are in order from number 1. | (Note 3) The relationships among the transation parties are as follows: | 1. The Company to the consolidated subsidiary. | 2. The consolidated subsidiary to the Company. | 3. The consolidated subsidiary to another consolidated subsidiary. | (Note 4) The percentage of transaction amount over consolidated total revenues or total assets is as follows: Assets and liabilities are calculated using the ending balance over the consolidated total assets at period end; Sales is | calculated using the amount of the period over the consolidated total revenue of the period. | (Note 5) The sale of mechanical equipment is handled according to the conditions stipulated in the contract, and some of them are sold by installments, with a period of 1 to 2 years; spare parts are sold within 3 to 4 months. | (Note 6) For the amounts denominated in foreign currencies, the balances of notes/accounts receivable (payable) are translated into New Taiwan dollars at the exchange rate (USD 1 : NTD 30.7050; RMB 1 : NTD 4.3355) | prevailing at the financial reporting date, and the transactions amounts are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD 1 : NTD :31.1773; RMB 1 : NTD 4.4272). |
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CHUN YU WORKS & CO., LTD.
| Net profit (loss) Investment income (loss) Balance as at Balance as at of the investee for the recognised by the Company Main business December 31, December 31, year ended for the year ended Investor Investee Location activities 2023 2022 Number of shares Ownership (%) Book value December 31, 2023 December 31, 2023 Footnote Initial investment amount Shares held as at December 31, 2023 |
Chun Yu Works & Co., Ltd. Chun Bang Precision Co., Ltd. Taiwan Manufacture and trade of moulds 125,344 $ 125,344 $ 15,000,000 100.00 205,039 $ 5,640 $ 10,332 $ A subsidiary Chun Yu Works (U.S.A.) Inc. U.S.A. Import and export of hardware products 114,728 114,728 3,800,000 100.00 411,301 47,137 48,472 A subsidiary Chun Yu Investment Corporation Taiwan Professional investment 267,652 267,652 74,888,032 100.00 140,080 53,940 1,222 A subsidiary Chun Yu Bio-tech Corporation Taiwan Powder metallurgy 90,260 90,260 10,000,000 100.00 108,888 14,334) ( 14,455) ( A subsidiary Scholar Holdings Ltd. Virgin Islands Reinvestment and import and export trade 2,581,891 2,581,891 33,183,211 100.00 993,195 9,523) ( 9,067) ( A subsidiary Sunny City International Ltd Samoa Reinvestment and import and export trade 84,824 84,824 1,000,000 100.00 251,936 28,702 28,702 A subsidiary Pt Moon Lion Industries Indonesia Indonesia Manufacture and trade of screws and nuts 154,760 154,760 14,370,000 71.85 726,961 245,288 176,239 A subsidiary Chun Zu Machinery Industry Co., Ltd. Taiwan Manufacture and trade of machinery 52,597 52,597 28,821,939 47.81 472,141 74,265 34,824 A subsidiary Chun Zu Machinery Industry Co., Ltd. Lion City Management Ltd. Virgin Islands Professional investment 61,410 61,410 - 100.00 519,318 53,665 - A subsidiary (Note 1) (Note 1) According to the related regulations, it is not required to disclose income (loss) recognized by the Company. (Note 2) Foreign currencies are translated into New Taiwan Dollars using the following exchanges: Ending balance of receivable and payable are translated using the exchange rates as of report date (USD:NTD 1:30.7050, RMB:NTD 1:4.3355), and the transactions amounts are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD:NTD 1:31.1773, RMB:NTD 1:4.4272). |
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| Chun Yu Works & Co., Ltd. and subsidiaries | Information on investments in Mainland China | For the year ended December 31, 2023 | Table 6 Expressed in thousands of NTD |
Accumulated Amount remitted from Taiwan |
Accumulated Accumulated amount to Mainland China/ |
amount of amount Ownership Investment income of investment Amount remitted back |
remittance from of remittance held by (loss) recognised Book value of income to Taiwan for the year |
Taiwan to from Taiwan to Net income of the by the Company investments in remitted back to ended December 31, 2023 |
Mainland China Remitted to Mainland China investee for the Company for the year Mainland China Taiwan as of |
Investee in Main business Investment as of January 1, Mainland Remitted back as of December 31, year ended (direct or ended December as of December 31, December 31, |
Mainland China activities Paid-in capital method 2023 China to Taiwan 2023 December 31, 2023 indirect) 31, 2023 2023 2023 Footnote |
Chun Yu (Dongguan) Metal Products Co., Ltd. Manufacture and trade of screws and nuts $ 1,979,889 (Note 3) 1,479,766 $ - $ - $ 1,479,766 $ 9,404) ($ 100% 9,404) ($ 1,022,515 $ - $ (Note 9) |
(Note 1) | Shanghai Uchee Hardware Products Ltd. Trade of screws and nuts 30,705 (Note 4) 30,705 - - 30,705 28,762 100% 28,762 250,195 79,587 (Note 9) |
(Note 7) | Chunyu Group Shanghai Tongsheng Trade Trade of screws and nuts 8,169 (Note 5) - - - - 86 100% 86 3,818) ( - (Note 9) |
Co., Ltd. | Shanghai Chun Zu Machinery Industry Ltd. Manufacture and trade of machinery 260,993 (Note 6) 61,410 - - 61,410 51,700 47.82% 24,723 244,749 499,652 (Note 10) |
(Note 2) (Note 8) |
CHUN Accumulated Investment amount of amount approved Ceiling on remittance by the investments in |
YU from Taiwan Investment Mainland China to Mainland Commission of imposed by the |
WORKS China the Ministry of Investment as of December 31, Economic Commission of Company name 2023 Affairs (MOEA) MOEA (Note 10) Chun Yu Works & Co., Ltd. $ 1,735,232 $ 1,735,232 $ 3,047,452 |
&CO., LTD. Chun Zu Machinery Industry Co., Ltd. 61,420 199,583 638,246 (Note 1) The investment in Chun Yu (Dongguan) Metal Products Co., Ltd. amounted to US$64,481 thousand, consisting of US$48,193 thousand that has been reported to the Investment Commission and US$16,289 thousand from an investment loan from Scholar Holdings Ltd. |
(Note 2) The paid-in capital of Shanghai Chun Zu Machinery Industry Ltd. amounted to US$8,500 thousand, consisting of US$4,000 thousand from remittance from Chun Zu Machinery Industry Co., Ltd. through its subsidiary, Lion City Management Ltd. | and US$4,500 thousand from capitalisation of retained earnings of Shanghai Chun Zu Machinery Industry Ltd., which were reported to the Investment Commission. In addition, proceeds from capital reduction of Lion City Management Ltd. in 2008 amounting to | US$2,000 thousand were reported to the Investment Commission. | (Note 3) Indirect investment in PRC through the existing company (Scholar Holdings Ltd.) located in the third area. | (Note 4) Indirect investment in PRC through the existing company (Sunny City International Ltd.) located in the third area. | (Note 5) Indirect investment in PRC through the existing company (Shanghai Uchee Hardware Products Ltd.) located in PRC. | (Note 6) Indirect investment in PRC through the existing company (Lion City Management Ltd.) located in the third area. | (Note 7) It is the cash dividends totaling US$2,592 thousand distributed by Shanghai Uchee Hardware Products Ltd. to Sunny City International Ltd., which then remitted to the Company and Chun Bang Precision Co., Ltd. | (Note 8) It is the cash dividends amounting to US$34,029 thousand distributed by Shanghai Chun Zu Machinery Industry Ltd. to Lion City Management Ltd., which then remitted to Chun Zu Machinery Industry Co., Ltd. | (Note 9) Investment gains or losses were recognised based on audited financial statements. | (Note 10) The ceiling is calculated based on the 60% of the investor’s net assets or consolidated net assets (whichever is higher). | (Note 11) For the amounts denominated in foreign currencies, the paid-in capital, amount of remittance from Taiwan and book value as of December 31, 2023 are translated into New Taiwan dollars at the exchange rate (USD 1 : NTD 30.7050; RMB 1 : NTD 4.3355) prevailing at the financial reporting date, | and the net profit (loss) of the investee and investment income (loss) recognised by the Group for the year ended December 31, 2023 are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD 1 : NTD 31.1773; RMB 1 : NTD 4.4272). |
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| Unit: shares Name of major shareholders Number of shares held Ownership (%) Table 7 Shares Chun Yu Works & Co., Ltd. and subsidiaries Major shareholders information December 31, 2023 |
Bai Jia Yuan Investment Co., Ltd. 84,219,450 27.87% Jin Jhih Fu Assets Management Co., Ltd. 28,491,850 9.43% Chun Yu Investment Co., Ltd. 23,430,172 7.75% (Note) The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may be different from the actual number of shares issued in dematerialised form due to the different calculation basis. |
|---|---|
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CHUN YU WORKS & CO., LTD.
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Chun Yu Works & Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Chun Yu Works & Co., Ltd. (the “Company”) as of December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with 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 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2023 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, we do not provide a separate opinion on these matters.
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CHUN YU WORKS & CO., LTD.
Key audit matters for the Company’s 2023 parent company only financial statements are stated as follows:
Cut-off of revenue from export sales
Description
Refer to Note 4(28) for accounting policy on revenue recognition and Note 6(18) for details of operating revenue.
The Company derives its revenues from the sales of screws, nuts and wire rods, etc., and revenues from export sales account for a high percentage of total revenue. Export sales are recognised as revenues when control of the goods has been transferred according to the terms specified in the contracts. The revenue recognition requires that the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance over the products, but delivery time may vary for each sales transaction. The determination as to when products are transferred to customers involves manual process and judgement. Given that there is a risk of material misstatement from improper revenue recognition for transactions that occur near the balance sheet date and the transaction amounts are usually material to the financial statements, we considered the cut-off of revenue from export sales a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained an understanding and assessed the accounting policies on revenue recognition of export sales.
-
Obtained an understanding and assessed the internal controls over revenue recognition of export sales, and tested the effectiveness of internal controls including the delivery process and the timing of revenue recognition.
-
Performed cut-off tests on export sales transactions that took place during a certain period before and after the balance sheet date to ascertain whether sales revenues were recognised when control of goods has been transferred to the customer and revenues were recorded in the proper period.
Valuation of inventories
Description
Refer to Note 4(8) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2023, the inventories and allowance for
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CHUN YU WORKS & CO., LTD.
inventory valuation losses amounted to NT$1,343,597 thousand and NT$26,947 thousand, respectively.
The Company is primarily engaged in the manufacture and sales of screws, nuts and wire rods, etc. Due to the market demand, technology innovation and other factors, there is a risk of inventories losing value or becoming obsolete. The inventories are measured at the lower of cost and net realisable value. For inventory over a certain age and individually identified as obsolete or slow-moving, the net realisable values are determined by management based on periodic inventory clearance information. Given that the net realisable value used when assessing the inventories individually identified as obsolete or slow-moving involves subjective judgement, we considered the valuation of inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Assessed the reasonableness of policies and procedures in relation to the provision of allowance for inventory valuation losses based on the accounting principles and our understanding of the nature of the business and the industry.
-
Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plan and participated in the annual inventory count in order to evaluate the effectiveness of procedures used by the management to identify and control obsolete inventories.
-
Verified the appropriateness of net realisable value used in inventory valuation and the logic used in the inventory aging report to ascertain the reasonableness of allowance for inventory valuation losses.
Other matter - Reference to the reports of other auditors
We did not audit the financial statements of the investments accounted for using the equity method, Chun Yu Works (USA) Inc. and Pt Moon Lion Industries Indonesia, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under equity method amounted to NT$1,138,262 thousand and NT$1,005,561 thousand as of December 31,2023 and 2022, respectively, and the share of profit recognised from subsidiaries, associates and joint ventures accounted for using the equity method amounted to
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CHUN YU WORKS & CO., LTD.
NT$224,711 thousand and NT$221,788 thousand for the years then ended, respectively.
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 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 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ 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 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 parent company only 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:
-
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
-
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CHUN YU WORKS & CO., LTD.
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 Company’s internal control.
-
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 auditors’ 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 disclosures, 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 audit. We remain solely responsible for our audit opinion on the parent company only financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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CHUN YU WORKS & CO., LTD.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period 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.
Tien, Chung-Yu
Independent Accountants
Hsu, Huei-Yu
PricewaterhouseCoopers, Taiwan
Republic of China March 7, 2024
------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers 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.
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(1) 6(3) 6(3) 6(3) and 7 7 5(2) and 6(4) 7 6(2) 6(5) 6(6) 6(7), 7 and 8 6(8) 6(9) and 8 6(10) 6(25) 6(7) and 7 |
December 31, 2023 AMOUNT % $1,723,953192,992-130,000140,823-469,5045119,770111,030-17,588-1,316,6501422,499-3,854,80940127,0501453,47853,309,541351,756,1091871-20,957-1,860-121,92216,475-11,202-681-5,809,34660$9,664,155100 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|
AMOUNT$1,723,9532,992130,00040,823469,504119,77011,03017,5881,316,65022,4993,854,809127,050453,4783,309,5411,756,1097120,9571,860121,9226,47511,2026815,809,346$9,664,155 |
AMOUNT$1,852,31150,253-50,634589,24955,6252,04312,0691,713,13532,2774,357,596-242,8513,175,7501,818,67728521,8002,057118,6057,3718,9046815,396,981$9,754,577 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventory 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Guarantee deposits paid 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
19--161--18- |
|||
45 |
||||
-23319---1--- |
||||
55 |
||||
100 |
(Continued)
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2023 December 31, 2022 Notes AMOUNT % AMOUNT % 6(11) $143,0622$180,22526(18) 16,183-15,318-111,6751114,63517 14,678-16,098-7 170,0862215,87536(25) 12,832-6,377-6(8) 54-215-468,5705548,74366(12) and 8 4,578,558474,563,605476(25) 331,8394326,80136(8) --54-6(13) 6,995-27,305-457-457-4,917,849514,918,222505,386,419565,466,965566(14) 3,021,627313,021,627316(6)(12)(14)(15) 501,3535477,92356(5)(14)(16)(17) 336,4854302,3973430,6104430,6105649,4967653,32676(5)(6)(17) (394,640) (4) (331,076) (4 )6(14)(15) (267,195) (3) (267,195) (3 )4,277,736444,287,612449 11 $9,664,155100$9,754,577100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2130 Current contract liabilities 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2230 Current income tax liabilities 2280 Current lease liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2640 Accrued pension liabilities 2645 Guarantee deposits received 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contract Commitments Significant Events after the Balance Sheet Date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(18) and 7 $3,381,977100$5,478,9581006(4)(10)(13)(23)(24) and 7 (3,206,905) (95) (4,917,013) (90)175,0725561,945106(8)(9)(10)(13)(23)(2 4), 7 and 12 (87,088) (3) (152,523) (3)(144,224) (4) (141,257) (2)(6,708)-(9,424)-(3,860)-547-(241,880) (7) (302,657) (5)(66,808) (2)259,28856(19) 24,79114,974-6(2)(5)(9)(20) and 7 29,737141,71916(2)(8)(21) and 12 117,939474,84016(8)(22) (89,836) (3) (82,024) (1)6(6) 276,2698328,5296358,90011368,0387292,0929627,326126(25) (38,467) (1) (89,823) (2)$253,6258$537,503106(13) $7,092-$22,53216(5) 6,756-(33,460) (1)6(6) 31,2921(46,529) (1)6(25) (1,418)-(4,506)-6(6)(17) (28,816) (1)51,95716(17)(25) 326-(327)-$15,232-($10,333)-$268,8578$527,170106(26) $0.91$1.93$0.82$1.81 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit (loss) gain 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for under equity method, net 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Actuarial gain on defined benefit plan 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income (loss) of associates and joint ventures accounted for under equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation 8399 Aggregated income tax relating to components of other comprehensive income 8300 Total other comprehensive income (loss) for the year, net of tax 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic 9850 Diluted |
The accompanying notes are an integral part of these parent company only financial statements.
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CHUN YU WORKS & CO., LTD.
| CHU | N | YU | W | OR | KS | & | CO | ., | LT | D. | ||||||||||||||||||||||||||||||||||
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| CHUN YU WORKS & CO., LTD. | PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY | FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 | (Expressed in thousands of New Taiwan dollars) | Retained Earnings | Capital from Unappropriated |
Share capital - retained retained |
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6(6)(14)(15) � ������ � � � |
���������� �������� �������� �������� �������� |
|||||||||||||
| For the year ended December 31, 2022 | Balance at January 1, 2022 | Profit for the year | Other comprehensive income (loss) for the year | Total comprehensive income (loss) | Distribution of second half of 2021 net income: | Legal reserve | Cash dividends | Share dividends | Distribution of first half of 2022 net income: | Legal reserve | Cash dividends | Proceeds from disposal of financial assets at fair value through | other comprehensive income | Proceeds from issuing convertible bonds | The Company's dividends received by subsidiaries | Balance at December 31, 2022 | For the year ended December 31, 2023 | Balance at January 1, 2023 | Profit for the year | Other comprehensive income (loss) for the year | Total comprehensive income (loss) | Distribution of second half of 2022 net income: | Legal reserve | Cash dividends | Proceeds from disposal of financial assets at fair value through | other comprehensive income | The Company's dividends received by subsidiaries | Balance at December 31, 2023 |
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Net (gain) loss on financial assets at fair value through profit or loss Expected credit losses (gains) (Reversal of allowance) provision for inventory market price decline Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method Depreciation (Gain) loss on disposal of property, plant and equipment Loss from lease modification Amortization Interest income Dividend income Interest expense Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss - current Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Changes in operating liabilities Current contract liabilities Accounts payable Accounts payable to related parties Other payables Net defined benefit liabilities - non-current Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities |
Year ended December 31 Notes 2023 2022 $292,092$627,326(92,637 )14,92012 3,860(547 )6(4) (3,905 )14,9066(6) (276,269 ) (328,529 )6(7)(8)(9) 108,320113,0796(21) (338 )2,7356(8)(21) -326(10)(23) 1,0971,1496(19) (24,791 ) (4,974 )6(20) (3,008 ) (15,645 )6(22) 89,83682,02448,848 (10,466 )9,81153,322115,885509,983(64,145 )113,682(8,987 )23,743(5,519 ) (3,518 )400,390652,7319,7781,4748654,532(2,960 ) (345,634 )(1,420 )4,432(52,292 ) (83,928 )(13,218 ) (6,029 )531,2931,420,80024,7914,974171,392255,448(74,727 ) (71,292 )(31,383 ) (18,070 )621,3661,591,860 |
|---|---|
(Continued)
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortised cost - current Acquisition of financial assets at fair value through profit or loss - non-current Acquisition of financial assets at fair value through other comprehensive income - non-current Proceeds from disposal of financial assets at fair value through other comprehensive income Cash paid for acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in prepayments for equipment Increase in guarantee deposits paid Decrease in other non-current financial assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Payments of lease liabilities Increase in convertible bonds payable Decrease in long-term borrowings Payments of cash dividends Net cash flows used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2023 2022 ($130,000 )$-(36,000 )-(290,263 )-6(5) 86,392100,7736(27) (35,921 ) (74,946 )9842,0006(10) (900 ) (475 )(2,177 ) (14,409 )(2,298 ) (2,347 )-7,361(410,183 )17,9576(28) (37,163 ) (752,324 )6(28) (215 ) (433 )6(28) -1,775,8746(28) -(590,000 )6(16) (302,163 ) (438,855 )(339,541 ) (5,738 )(128,358 ) 1,604,0796(1) 1,852,311248,2326(1) $1,723,953$1,852,311 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD.
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. History and Organization
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(1) Chun Yu Works & Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act and other related regulations in March 1965. The Company is primarily engaged in the manufacture and heat treatment of screws, nuts and polished steel bars as well as design of pollution prevention equipment and undertaking related services.
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(2) The Company’s shares have been listed on the Taiwan Stock Exchange since October 1991.
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The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation These parent company only financial statements were authorised for issuance by the Board of Directors on March 7, 2024.
3. Application of New Standards, Amendments and Interpretations
- (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS[®] ”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2023 are as follows:
| New standards, interpretations and amendments endorsed by the FSC 2023 are as follows: |
and became effective fr |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board (“IASB”) |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ Amendments to IAS 12, ‘International tax reform - pillar two model rules’ |
January 1, 2023 January 1, 2023 January 1, 2023 May 23, 2023 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment. (2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Company
New standards, interpretations and amendments endorsed by the FSC and will become effective from 2024 are as follows:
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| New Standards,Interpretations andAmendments | Effective date by IASB |
|---|---|
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ |
January 1, 2024 January 1, 2024 January 1, 2024 January 1, 2024 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:
| Accounting Standards as endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by IASB |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – comparative information’ Amendments to IAS 21, ‘Lack of exchangeability’ |
To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
4. Summary of Material Accounting Policies
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(2) Basis of preparation
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A. Except for the following items, the parent company only financial statements have been prepared under the historical cost convention:
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(a) Financial assets at fair value through profit or loss.
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(b) Financial assets at fair value through other comprehensive income
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(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
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B. The preparation of parent company only financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC® Interpretations, and
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SIC® Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5, ‘Critical accounting judgements, estimates and key sources of assumption uncertainty’.
(3) Foreign currency translation
The Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional and presentation currency. Foreign currency transactions and balances
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A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon retranslation at the balance sheet date are recognised in profit or loss.
-
C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
D. All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
-
(4) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realised within twelve months from the balance sheet date;
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(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
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CHUN YU WORKS & CO., LTD.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
-
(5) Cash equivalents
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A. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
-
B. Time deposits and short-term notes and bills that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
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(6) Financial assets at fair value through profit or loss
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A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
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B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
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C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
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D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
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(7) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
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B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
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(8) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
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(9) Financial assets at fair value through other comprehensive income
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A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
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C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:
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The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
(10) Impairment of financial assets
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For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
-
(11) Derecognition of financial assets
The Company derecognises a financial asset when one of the following conditions is met:
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A. The contractual rights to receive the cash flows from the financial asset expire.
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B. The contractual rights to receive cash flows of the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
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C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Company has not retained control of the financial asset.
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(12) Investments accounted for under equity method / subsidiaries
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A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
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B. Unrealised profit (loss) from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted to be consistent with the Company’s accounting policies.
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C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit
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or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise losses proportionate to its ownership.
-
D. If changes in the Company’s shares in subsidiaries do not result in loss in control (transactions with non-controlling interest), transactions shall be considered as equity transactions, which are transactions between owners. Difference of adjustment of non-controlling interest and fair value of consideration paid or received is recognised in equity.
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E. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall be equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall be equal to equity attributable to owners of the parent in the consolidated financial statements.
-
(13) Property, plant and equipment
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A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
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B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
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C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. 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 must be depreciated separately.
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D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
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==> picture [438 x 15] intentionally omitted <==
----- Start of picture text -----
Assets Useful lives
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| Assets | Useful lives |
|---|---|
| Buildings : | |
| Main building of plant (including accessory equipments) | 3 ~ 51 years |
| Others (including accessory equipments) | 3 ~ 15 years |
| Machinery and equipment | 3 ~ 23 years |
| Utilities equipment | 3 ~ 20 years |
| Transportation equipment | 3 ~ 9 years |
| Office equipment | 3 ~ 13 years |
| Other equipment | 2 ~ 14 years |
(14) Leasing arrangements (lessee) - right-of-use assets / lease liabilities
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A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:
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(a) Fixed payments, less any lease incentives receivable;
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(b) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
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C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
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(b) Any lease payments made at or before the commencement date;
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(c) Any initial direct costs incurred by the lessee.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
- D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.
(15) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful
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CHUN YU WORKS & CO., LTD.
life of 10 ~ 40 years.
(16) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 to 5 years.
(17) Impairment of non-financial assets
- The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
(18) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
-
(19) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(20) Bonds payable
- Ordinary corporate bonds issued by the Company are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortised to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
(21) Convertible bonds payable
Convertible bonds or issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’ s common shares by exchanging a fixed
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CHUN YU WORKS & CO., LTD.
amount of cash for a fixed number of common shares), call options and put options. The Company classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:
-
(a)The embedded call options and put options are recognised initially at net fair value as
‘financial assets or financial liabilities at fair value through profit or loss’. They are loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’. -
(b)The host contracts of bonds or are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable or and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.
-
(c)The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus-share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable or as stated above. Conversion options are not subsequently remeasured.
-
(d)Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.
-
(e)When bondholders exercise conversion options, the liability component of the bonds (including bonds payable or and
‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus-share options’.
(22) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(23) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(24) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
- B. Pensions
(a) Defined contribution plan
For defined contribution plan, the contributions are recognised as pension expense when they
are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of
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CHUN YU WORKS & CO., LTD.
a cash refund or a reduction in the future payments.
- (b) Defined benefit plan
- i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
- ii. Remeasurements arising on defined benefit plan are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
C. Termination benefits
- Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognises expense when it can no longer withdraw an offer of termination benefits or when it recognises related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
-
D. Employees’ compensation and directors’ remuneration
- Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
-
(25) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes
-
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provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings of the Company and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
(26) Share capital
-
A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
(27) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Company’s the Board of Directors. Stock dividends are recorded as stock dividends to be distributed after they are approved by the Company’s shareholders and are
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CHUN YU WORKS & CO., LTD.
reclassified to ordinary shares on the effective date of new shares issuance.
(28) Revenue recognition
Sales of goods
-
A. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products.
-
B. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated output tax as well as sales returns and allowances, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. The credit terms for general sales are 2 months.
-
C. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
(29) Government grants
-
Government grants are recognised at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises expenses for the related costs for which the grants are intended to compensate.
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Company’s accounting policies
- None.
(2) Critical accounting estimates and assumptions
-
Valuation of inventories
-
A. As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the market demand and technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such valuation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the valuation.
-
B. As of December 31, 2023, the carrying amount of inventories was $1,316,650.
-
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CHUN YU WORKS & CO., LTD.
6. Details of Significant Accounts
(1) Cash and cash equivalents
| December31,2023 Cash: Cash on hand 76 $ Checking accounts 206 Demand deposits 133,757 134,039 Cash equivalents: Time deposits 1,530,000 Short-term notes and bills 59,914 1,589,914 1,723,953 $ |
December31,2022 64 $ 106 522,141 |
|---|---|
| 522,311 | |
| 1,330,000 - |
|
| 1,330,000 | |
| 1,852,311 $ |
-
A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. The Company’s time deposits maturing in excess of three months amounting to $130,000 as of December 31, 2023 were classified as financial assets at amortized cost - current. There were no such events as of December 31, 2022.
-
C. As of December 31, 2023 and 2022, the Company had no cash and cash equivalents pledged to others.
(2) Financial assets at fair value through profit or loss
| others. Financial assets at fair |
value through profit or loss | ||||||
|---|---|---|---|---|---|---|---|
| Items | December | 31,2023 | December | 31,2022 | |||
| Current items: | |||||||
| Financial assets mandatorily measured at fair | |||||||
| value through profit | or loss | ||||||
| Listed stocks | $ | - | $ | 38,848 | |||
| Beneficiary certificates | 3,000 | 13,000 | |||||
| 3,000 | 51,848 | ||||||
| Valuation adjustment | ( | 8) |
( | 1,595) | |||
| $ | 2,992 | $ | 50,253 | ||||
| Non-current items: | |||||||
| Financial assets mandatorily measured at fair | |||||||
| value through profit | or loss | ||||||
| Listed stocks-private | placement | $ | 36,000 | $ | - | ||
| Right of resell of convertible corporate bonds | 3,349 | 3,349 | |||||
| 39,349 | 3,349 | ||||||
| Valuation adjustment | 87,701 | ( | 3,349) | ||||
| $ | 127,050 | $ | - |
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CHUN YU WORKS & CO., LTD.
-
A. The Company recognised net gain amounting to $120,995 and $60,687 (listed as ‘Other income’ and ‘Other gains and losses’) on financial assets at fair value through profit or loss for the years ended December 31, 2023 and 2022, respectively.
-
B. In November 2023, the Company subscribed a total 5,000 thousand shares to Ensure Global Corp., Ltd through private placement, and the transfer of the private placement stock will be restricted within three years.
-
C. As of December 31, 2023 and 2022, the Company had no financial assets at fair value through profit or loss pledged to others as collateral.
(3) Notes and accounts receivable, net
| profit or loss pledged to others as collateral. Notes and accounts receivable, net |
||||||
|---|---|---|---|---|---|---|
| December | 31,2023 | December | 31,2022 | |||
| Notes receivable | $ | 40,823 | $ | 50,634 | ||
| Accounts receivable | $ | 474,724 | $ | 590,609 | ||
| Less: Allowance for uncollectible accounts | ( | 5,220) | ( | 1,360) | ||
| $ | 469,504 | $ | 589,249 |
- A. The ageing analysis of notes receivable and accounts receivable (including related parties) that were past due but not impaired is as follows:
| Not past due Up to 30 days past due 31~90 days past due 91~180 days past due Over 181 days past due |
December | Accounts receivable 542,543 $ 23,167 16,836 10,472 1,476 594,494 $ 31, 2023 |
December | 31, 2022 |
|---|---|---|---|---|
| Notes receivable 40,823 $ - - - - 40,823 $ |
Notes receivable 50,634 $ - - - - 50,634 $ |
Accounts receivable |
||
| 627,417 $ 15,930 2,116 - 771 |
||||
| 646,234 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2023 and 2022, notes receivable and accounts receivable were all from contracts with customers. Also, as of January 1, 2022, the balance of receivables (including related parties) from contracts with customers amounted to $1,374,788.
-
C. As of December 31, 2023 and 2022, the Company did not hold any collateral as security for accounts receivable.
-
D. As at December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the notes or accounts receivable held by the Company was their carrying amount.
-
E. Information relating to credit risk of notes receivable and accounts receivable is provided in Note 12(2) , ‘Financial instruments’.
-
F. As of December 31, 2023 and 2022, the Company had no notes receivable and accounts receivable
-
280 -
CHUN YU WORKS & CO., LTD.
pledged to others.
(4) Inventories
| pledged to others. nventories |
||
|---|---|---|
| A. The cost of inventories recognised as expense for the year: Allowance for inventory Cost valuation loss Bookvalue Raw materials 320,200 $ 911) ($ 319,289 $ Supplies 183,961 1,243) ( 182,718 Work in progress 326,598 2,313) ( 324,285 Finished goods 512,838 22,480) ( 490,358 1,343,597 $ 26,947) ($ 1,316,650 $ December 31, 2023 Allowance for inventory Cost valuation loss Bookvalue Raw materials 535,330 $ 4,273) ($ 531,057 $ Supplies 193,720 1,150) ( 192,570 Work in progress 390,862 6,128) ( 384,734 Finished goods 624,075 19,301) ( 604,774 1,743,987 $ 30,852) ($ 1,713,135 $ December31,2022 2023 2022 Cost of goods sold 3,229,089 $ 4,929,107 $ (Gain on reversal of)loss on decline in market value (Note) 3,905) ( 14,906 Loss on physicial inventory 1,868 - Income from sales of scraps 20,147) ( 27,000) ( 3,206,905 $ 4,917,013 $ For theyears ended December 31, |
Allowance for inventory Cost valuation loss 320,200 $ 911) ($ 183,961 1,243) ( 326,598 2,313) ( 512,838 22,480) ( 1,343,597 $ 26,947) ($ December 31, 2023 December31,2022 |
Bookvalue 319,289 $ 182,718 324,285 490,358 |
| 1,316,650 $ |
||
| Bookvalue | ||
| 531,057 $ 192,570 384,734 604,774 |
||
| 1,713,135 $ |
A. The cost of inventories recognised as expense for the year:
(Note) The Company reversed a previous inventory write-down which was accounted for as reduction of cost of goods sold in 2023 because certain inventories which were previously provided with allowance for decline in value were subsequently sold or scrapped.
B. As of December 31, 2023 and 2022, the Company had no inventories pledged to others.
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CHUN YU WORKS & CO., LTD.
(5) Financial assets at fair value through other comprehensive income - non-current
| Items | December31,2023 | December31,2022 | ||||
|---|---|---|---|---|---|---|
| Equity instruments | ||||||
| Listed stocks | $ | 549,202 |
$ | 272,201 |
||
| Unlisted stocks | 772 | 772 | ||||
| 549,974 | 272,973 | |||||
| Valuation adjustment | ( | 96,496) | ( | 30,122) | ||
| $ | 453,478 | $ | 242,851 |
-
A. The Company has elected to classify equity investments that are considered to be steady dividend income as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $453,478 and $242,851 as of December 31, 2023 and 2022, respectively.
-
B. In order to meet the needs of capital expenditure, the Company sold its financial assets at fair
- -
value through other comprehensive income equity instrument at fair values of $86,392 and $100,773 as of December 31, 2023 and 2022, respectively, and accumulated gains on disposal of $73,130 and $84,868, respectively, which were reclassified from other equity interest to retained earnings.
-
C. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Equity instruments at fair value through other comprehensive income Fair value change recognized in other comprehensive income (listed as ‘Other equity’) Cumulative gains reclassified to retained earnings due to derecognition Dividend income recognized in profit or loss (listed as ‘Other income’) |
2023 2022 6,756 $ 33,460) ($ 73,130 $ 84,868 $ 2,336 $ 13,019 $ For theyears ended December 31, |
2023 2022 6,756 $ 33,460) ($ 73,130 $ 84,868 $ 2,336 $ 13,019 $ For theyears ended December 31, |
|
|---|---|---|---|
| 2023 | |||
| 6,756 $ 73,130 $ 2,336 $ |
33,460) ($ 84,868 $ 13,019 $ |
-
D. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Company was the carrying amount.
-
E. Information relating to credit risk of non-current financial assets at fair value through other comprehensive income is provided in Note 12(2), ‘Financial instruments’.
-
F. As of December 31, 2023 and 2022, the Company had no financial assets at fair value through other comprehensive income pledged to others.
-
282 -
CHUN YU WORKS & CO., LTD.
(6) Investments accounted for under equity method
A. Movements in investments accounted for under equity method are as follows:
| For theyears ended | For theyears ended | For theyears ended | December 31, | December 31, | ||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| At January 1 | $ | 3,175,750 | $ | 3,047,566 | ||
| Share of profit of subsidiaries, | 276,269 | 328,529 | ||||
| associates and joint ventures accounted | ||||||
| for under equity method | ||||||
| Cash dividends from investments | ( | 168,384) |
( | 239,803) | ||
| accounted for under equity method | ||||||
| Adjustments of capital surplus for the | 23,430 | 34,030 | ||||
| Company’s cash dividends received by | ||||||
| subsidiaries | ||||||
| Share of other comprehensive income of | 31,292 | ( | 46,529) | |||
| subsidiaries, associates and joint | ||||||
| ventures accounted for under equity | ||||||
| method | ||||||
| Exchange differences on translation of | ||||||
| foreign financial statements | ( | 28,816) | 51,957 | |||
| At December 31 | $ | 3,309,541 | $ | 3,175,750 | ||
| The debit balance of investments accounted for using the | equity method are | listed | below: | |||
| December31,2023 | December31,2022 | |||||
| CHUN BANG PRECISION CO., LTD. | $ | 205,039 | $ | 184,611 | ||
| CHUN YU WORKS (USA) INC. | 411,301 | 363,602 | ||||
| CHUN YU INVESTMENT CO., LTD. | 140,080 | 101,198 | ||||
| CHUN YU BIO-TECH CORP. | 108,888 | 127,117 | ||||
| SCHOLAR HOLDINGS LTD. | 993,195 | 1,019,768 | ||||
| SUNNY CITY INTERNATIONAL LIMITED | 251,936 | 253,160 | ||||
| PT MOON LION INDUSTRIES INDONESIA | 726,961 | 641,959 | ||||
| CHUN ZU MACHINERY INDUSTRY CO., LTD. | 472,141 | 484,335 | ||||
| $ | 3,309,541 | $ | 3,175,750 |
B. The debit balance of investments accounted for using the equity method are listed below:
-
C. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s 2023 consolidated financial statements.
-
D. As of December 31, 2023 and 2022, the Company had no investments accounted for under equity method pledged to others.
-
283 -
CHUN YU WORKS & CO., LTD.
| CH | UN | YU | WO | RK | S& | CO., | L | TD | . | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 5,047,613 | 3,228,936) | 1,818,677 | 1,818,677 | 42,268 | - | 3,073 | 107,263) | 54,477) | 53,831 | 1,756,109 | 5,038,477 | 3,282,368) | 1,756,109 | |||||||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | ||||||||||||||||
| Equipment under | acceptance and | construction in | progress | 4,995 $ |
- | 4,995 $ |
4,995 $ |
376 | 4,993) ( |
- | - | - | - | 378 $ |
378 $ |
- | 378 $ |
||||||||
| Other | equipment | 181,385 | 157,491) | 23,894 | 23,894 | 1,783 | - | - | 7,361) | 19,355) | 19,006 | 17,967 | 163,813 | 145,846) | 17,967 | ||||||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | ||||||||||||||||
| Office | equipment | 50,791 | 46,304) | 4,487 | 4,487 | 94 | - | - | 1,909) | 18,068) | 18,068 | 2,672 | 32,817 | 30,145) | 2,672 | ||||||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | ||||||||||||||||
| Transportation | equipment | 48,674 $ |
42,222) ( |
6,452 $ |
6,452 $ |
2,739 | - | 2,184 | 3,753) ( |
2,084) ( |
1,787 | 7,325 $ |
51,513 $ |
44,188) ( |
7,325 $ |
||||||||||
| Utilities | equipment | 74,161 | 62,453) | 11,708 | 11,708 | 1,162 | - | 206 | 3,013) | - | - | 10,063 | 75,529 | 65,466) | 10,063 | ||||||||||
| $ | ( | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Machinery and | equipment | 2,449,218 $ |
2,139,719) ( |
309,499 $ |
309,499 $ |
30,305 | 4,287 | 683 | 65,246) ( |
14,135) ( |
14,135 | 279,528 $ |
2,470,358 $ |
2,190,830) ( |
279,528 $ |
||||||||||
| Buildings | 972,144 $ |
780,747) ( |
191,397 $ |
191,397 $ |
5,809 | 706 | - | 25,981) ( |
835) ( |
835 | 171,931 $ |
977,824 $ |
805,893) ( |
171,931 $ |
|||||||||||
| Land | nuary 1, 2023 | ost 1,266,245 $ |
ccumulated depreciation - |
1,266,245 $ |
2023 | January 1 1,266,245 $ |
dditions - |
ansfers after acceptance - |
ansfers from prepayments for - |
equipment | epreciation charge - |
sposals - Cost - |
- Accumulated depreciation - |
December 31 1,266,245 $ |
ecember 31, 2023 | st 1,266,245 $ |
cumulated depreciation - |
1,266,245 $ |
- 284 -
CHUN YU WORKS & CO., LTD.
| CH | UN | YU | W | ORKS | &CO. | , | LTD | . | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 5,031,271 | 3,180,937) | 1,850,334 | 1,850,334 | 68,114 | - | 16,673 | 111,709) | 68,445) | 63,710 | 1,818,677 | 5,047,613 | 3,228,936) | 1,818,677 | ||||||||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | |||||||||||||||||
| Equipment under | acceptance and | construction in | progress | 14,129 $ |
- | 14,129 $ |
14,129 $ |
707 | 20,099) ( |
10,258 | - | - | - | 4,995 $ |
4,995 $ |
- | 4,995 $ |
|||||||||
| Other | equipment | 176,261 $ |
149,952) ( |
26,309 $ |
26,309 $ |
5,163 | - | - | 7,578) ( |
39) ( |
39 | 23,894 $ |
181,385 $ |
157,491) ( |
23,894 $ |
|||||||||||
| Office | equipment | 73,031 | 66,915) | 6,116 | 6,116 | 963 | - | - | 2,592) | 23,203) | 23,203 | 4,487 | 50,791 | 46,304) | 4,487 | |||||||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | |||||||||||||||||
| Transportation | equipment | 47,414 $ |
38,192) ( |
9,222 $ |
9,222 $ |
1,260 | - | - | 4,030) ( |
- | - | 6,452 $ |
48,674 $ |
42,222) ( |
6,452 $ |
|||||||||||
| Utilities | equipment | 73,923 | 59,543) | 14,380 | 14,380 | 238 | - | - | 2,910) | - | - | 11,708 | 74,161 | 62,453) | 11,708 | |||||||||||
| $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||
| Machinery and | equipment | 2,412,569 $ |
2,109,959) ( |
302,610 $ |
302,610 $ |
50,248 | 19,209 | 6,415 | 65,576) ( |
39,223) ( |
35,816 | 309,499 $ |
2,449,218 $ |
2,139,719) ( |
309,499 $ |
|||||||||||
| Buildings | 967,699 | 756,376) | 211,323 | 211,323 | 9,535 | 890 | - | 29,023) | 5,980) | 4,652 | 191,397 | 972,144 | 780,747) | 191,397 | ||||||||||||
| $ | ( | $ | $ | ( | ( | $ | $ | ( | $ | |||||||||||||||||
| Land | 1,266,245 | - | 1,266,245 | 1,266,245 | - | - | - | - | - | - | 1,266,245 | 1,266,245 | - | 1,266,245 | ||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| nuary 1, 2022 | ost | ccumulated depreciation | 2022 | January 1 | dditions | ansfers after acceptance | ansfers from prepayments for | equipment | epreciation charge | sposals - Cost | - Accumulated depreciation | December 31 | ecember 31, 2022 | ost | ccumulated depreciation |
- 285 -
CHUN YU WORKS & CO., LTD.
-
A. The Company’s property, plant and equipment are for its own use as of December 31, 2023 and 2022.
-
B. No interest expense was capitalised in property, plant and equipment for the years ended December 31, 2023 and 2022.
-
C. Information about the property, plant and equipment that were pledged to others as collateral as of December 31, 2023 and 2022 is provided in Note 8, ‘Pledged assets’.
-
- -
(8) Lease transactions lessee
-
A. The Company leases various assets including business vehicles. Rental contracts are typically made for periods of 1 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Transportation equipment Transportation equipment |
December 31,2023 December 31,2022 Carryingamount Carryingamount 71 $ 285 $ For the years ended December 31, |
December 31,2022 Carryingamount |
|---|---|---|
| 285 $ |
||
| 2023 Depreciation charge 214 $ |
2022 | |
| Depreciation charge | ||
| 455 $ |
-
- -
C. For the years ended December 31, 2023 and 2022, the additions to right-of-use assets were $ and $143, respectively.
-
D. Information on profit or loss in relation to lease contracts is as follows:
| For the years ended | For the years ended | December 31, | ||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Items affecting profit or loss | ||||
| Interest expense on lease liabilities | $ | 2 |
$ | 6 |
| Expense on leases of low-value assets | 2,400 | 1,447 | ||
| Losses from lease modification | - | 32 |
-
E. For the years ended December 31, 2023 and 2022, the Company’s total cash outflow for leases were $2,617 and $1,886, respectively.
-
F. As of December 31, 2023 and 2022, the Company had no right-of-use assets pledged to others.
-
286 -
CHUN YU WORKS & CO., LTD.
(9) Investment property, net
==> picture [499 x 490] intentionally omitted <==
----- Start of picture text -----
2023 Land Buildings Total
At January 1
Cost $ 19,303 $ 24,411 $ 43,714
Accumulated depreciation - ( 21,914) ( 21,914)
Net book value $ 19,303 $ 2,497 $ 21,800
At January 1 $ 19,303 $ 2,497 $ 21,800
-
Depreciation charge ( 843) ( 843)
At December 31 $ 19,303 $ 1,654 $ 20,957
At December 31
Cost $ 19,303 $ 24,411 $ 43,714
Accumulated depreciation - ( 22,757) ( 22,757)
Net book value $ 19,303 $ 1,654 $ 20,957
2022 Land Buildings Total
At January 1
Cost $ 19,303 $ 24,411 $ 43,714
Accumulated depreciation - ( 20,999) ( 20,999)
Net book value $ 19,303 $ 3,412 $ 22,715
At January 1 $ 19,303 $ 3,412 $ 22,715
Depreciation charge - ( 915) ( 915)
At December 31 $ 19,303 $ 2,497 $ 21,800
At December 31
Cost $ 19,303 $ 24,411 $ 43,714
Accumulated depreciation - ( 21,914) ( 21,914)
Net book value $ 19,303 $ 2,497 $ 21,800
----- End of picture text -----
A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| property are shown below: | ||
|---|---|---|
| Rental income from investment property (shown as ‘Other income’) Direct operating expenses arising from the investment property that generated rental income during the year |
For theyears ended December 31, | |
| 2023 6,568 $ 843 $ |
2022 | |
| 7,105 $ |
||
| 915 $ |
- 287 -
CHUN YU WORKS & CO., LTD.
-
B. The fair value of the investment property held by the Company was $123,592 and $163,137 as of December 31, 2023 and 2022, respectively, which was valued based on current land value, quoted prices in the neighboring area by real estate agents and actual price registration information posted in the official search system. Valuation is categorised within Level 2 in the fair value hierarchy.
-
C. For the years ended December 31, 2023 and 2022, the Company had no borrowing costs capitalised as investment property.
-
D. Details of the Company’s investment property pledged to others as collateral as of December 31, 2023 and 2022 are provided in Note 8, ‘Pledged Assets’.
(10) Intangible assets
| Intangible assets | ||||
|---|---|---|---|---|
| Computer software | ||||
| For theyears ended December 31, | ||||
| 2023 | 2022 | |||
| At January 1 | ||||
| Cost | $ | 6,471 | $ | 7,656 |
| Accumulated amortisation | ( | 4,414) | ( | 4,925) |
| $ | 2,057 | $ | 2,731 | |
| At January 1 | $ | 2,057 | $ | 2,731 |
| Acquired separately | 900 | 475 | ||
| Amortisation charge | ( | 1,097) |
( | 1,149) |
| Write-offs - cost | ( | 3,340) |
( | 1,660) |
| - accumulated amortisation | 3,340 | 1,660 | ||
| At December 31 | $ | 1,860 | $ | 2,057 |
| At December 31 | ||||
| Cost | $ | 4,031 | $ | 6,471 |
| Accumulated amortisation | ( | 2,171) | ( | 4,414) |
| $ | 1,860 | $ | 2,057 |
A. No interest expense was capitalised for the years ended December 31, 2023 and 2022.
B. Details of amortisation expenses on intangible assets are as follows:
| Operating costs General and administrative expenses Research and development expenses |
For the years ended December 31, | For the years ended December 31, |
|---|---|---|
| 2023 25 $ 842 230 1,097 $ |
2022 | |
| 28 $ 824 297 |
||
| 1,149 $ |
C. As of December 31, 2023 and 2022, the Company had no intangible assets pledged to others.
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(11) Short-term borrowings
==> picture [472 x 121] intentionally omitted <==
----- Start of picture text -----
Type of borrowings December 31, 2023 Interest rate range Collateral
Bank borrowings
Unsecured borrowings $ 143,062 1.83%~6.79% None
Type of borrowings December 31, 2022 Interest rate range Collateral
Bank borrowings
Unsecured borrowings $ 180,225 2.48 % ~5.63 % None
----- End of picture text -----
Details of interest expense recognised in profit or loss for the years ended December 31, 2023 and 2022 are provided in Note 6(22), ‘Finance Costs’.
(12) Bonds payable
| Bonds payable | |||
|---|---|---|---|
| Guaranteed ordinary bonds payable Guaranteed convertible bonds Less:Discount on bonds payable |
December 31, 2023 3,000,000 $ 1,600,000 4,600,000 21,442) ( 4,578,558 $ |
December 31, 2022 3,000,000 $ 1,600,000 4,600,000 36,395) ( 4,563,605 $ |
Collateral |
(Note)〃 |
-
(Note) Details of the collateral provided for bonds payable are provided in Note 8, ‘Pledged assets’.
-
A. The Company was issued the first domestic guaranteed bonds payable in October 2021, and the main issuance conditions are as follows:
-
(a) The Company was approved by the competent authority to raise and issue the first domestic guaranteed bonds payable with a total amount of $3,000,000 (related issue costs of $5,650), with a coupon rate of 0.65% and a maturity period of 7 years from October 15, 2021 to October 15, 2028. The bonds are repayable in cash at the face value of the bonds upon maturity.
-
(b) First Commercial Bank Co., Ltd. was appointed as the guarantor bank for the bonds. The guarantee period is from the date of full collection of the bonds to the date of full payment of the principal and interest payable under the Plan, and the guarantee covers the outstanding principal and interest compensation payable under the Plan, which are subordinate to the principal debt.
-
(c) The principal and simple interest will be paid every year by coupon rate since the day approved to issue. If the local financial institutions are closed on a payment day, the principal and interest will be paid on the next operating day without extra interest.
-
B. The Company issued the first, second and third domestic guaranteed convertible bonds payable in March 2022, and the main issuance conditions are as follows:
-
(a) The Company was approved by the competent authority to raise and issue the first, second and third domestic guaranteed convertible bonds payable with a total amount of $700,000
-
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CHUN YU WORKS & CO., LTD.
(related issue costs of $2,432), $500,000 (related issue costs of $2,006), $400,000 (related issue costs of $1,417), respectively. Issuance prices were $779,162, $557,563 and $445,004, respectively with a coupon rate of 0% and a maturity period of 3 years from March 25, 2022 to March 25, 2025. The bonds are repayable in cash at the face value of the convertible bonds upon maturity.
-
(b) The first, second and third convertible bonds were guaranteed by Changhua Bank Co., Ltd., Huanan Bank Co., Ltd. and Shanghai Commercial Savings Bank Co., Ltd. The guarantee period is from the date of full collection of the convertible bonds to the date of full payment of the principal and interest payable under the Plan, and the guarantee covers the outstanding principal and interest compensation payable under the Plan, which are subordinate to the principal debt.
-
(c) Convertible bonds for bondholders will start from the day following the expiration of three months after the issuance date of each bond (June 26, 2022) and end on the maturity date (March 25, 2025), unless it is suspended according to regulations or laws. Outside the transfer period, the Company may request the conversion of the bonds into ordinary shares of the Company at any time, and the rights of ordinary shares after conversion are the same as those of the original issued ordinary shares.
-
(d) The conversion price for the conversion of corporate bonds is determined by the pricing model stipulated in each conversion method. In the event that the Company has an antidilution clause in the subsequent conversion price, it will be adjusted according to the pricing model specified in the conversion method. On the base date, the conversion price will be re-determined in accordance with the pricing model stipulated in the conversion regulations. If it is higher than the conversion price before the re-determination in the current year, no adjustment will be made.
-
(e) From the day following the three-month issuance date of each convertible bond (June 26, 2022) to the 40th day of the issuance period (February 13, 2025), if the closing price of the Company's ordinary shares for 30 consecutive business days exceeds the current conversion price by more than 30%, the Company may, within the next 30 business days, recover all its bonds in cash according to the denomination of the bonds; or the day following the 3 months after the issuance of the convertible bonds (June 26, 2022) from the 40th day to the expiry of the issuance period (February 13, 2025), when the outstanding amount of the convertible bonds in circulation is less than 10% of the original issuance amount, the Company may recover all bonds in cash at any time thereafter according to the denomination of the bonds.
-
(f) In accordance with the provisions of the conversion method, all the company's repossession (including the repurchase by the business office of the securities firm). The convertible bonds that have been repaid or converted will be cancelled, and all rights and obligations attached to the corporate bonds will also be extinguished and no longer issued.
-
C. When the Company issues convertible corporate bonds, in accordance with the provisions of
-
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Amendments to IAS 32 "Financial Instruments: Expression", the conversion right which has the nature of equity is separated from each liability component, and was recognised as "Capital reserve - share options" of $221,790. Another embedded repurchase option, in accordance with Amendments to IFRS 9 "Financial Instruments", is separated and accounted for on a net basis because it is not closely related to the economic characteristics and risks of the main contract debt commodity. In the column "Financial assets at fair value through profit and loss – noncurrent", the effective interest rates of the main contract debt after the first, second and third convertible corporate bonds are separated are 0.90%, 0.90% and 0.91%, respectively.
- D. Details of interest expense recognised in profit or loss for the years ended December 31, 2023 and 2022 are provided in Note 6 (22), Financial costs.
(13) Pensions
-
A. The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Pension Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 4% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March. The information on the defined benefit pension plan of the Company is as follows:
-
(a) The amounts recognised in the balance sheet are as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liability |
December31,2023 | December31,2022 |
|---|---|---|
| 112,438) ($ 105,443 6,995) ($ |
161,837) ($ 134,532 27,305) ($ |
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(b) Movements in net defined benefit liabilities - non-current are as follows:
| Present value of | Present value of | Present value of | |||||||
|---|---|---|---|---|---|---|---|---|---|
| defined benefit | Fair | value of plan | Net defined | ||||||
| 2023 | obligation | assets | benefitliability | ||||||
| Balance at January 1 | ($ | 161,837) | $ | 134,532 | ($ | 27,305) |
|||
| Current service cost | ( | 851) |
- | ( | 851) |
||||
| Interest (expense) income | ( | 2,353) | 2,032 | ( | 321) |
||||
| ( | 165,041) | 136,564 | ( | 28,477) |
|||||
| Remeasurements: | |||||||||
| Return on plan assets | |||||||||
| (excluding amounts included in | |||||||||
| interest income or expense) | - | 682 | 682 | ||||||
| Changes in financial assumptions | ( | 55) |
- | ( | 55) |
||||
| Experience adjustments | 6,465 | - | 6,465 | ||||||
| 6,410 | 682 | 7,092 | |||||||
| Pension fund contribution | - | 1,223 | 1,223 | ||||||
| Paid pension | 46,193 | ( | 33,026) | 13,167 | |||||
| Balance at December 31 | ($ | 112,438) | $ | 105,443 | ($ | 6,995) | |||
| Present value of | |||||||||
| defined benefit | Fair | value of plan | Net defined | ||||||
| 2022 | obligation | assets | benefitliability | ||||||
| Balance at January 1 | ($ | 187,100) | $ | 131,234 | ($ | 55,866) |
|||
| Current service cost | ( | 1,496) | - | ( | 1,496) |
||||
| Interest (expense) income | ( | 936) |
662 | ( | 274) |
||||
| ( | 189,532) |
131,896 | ( | 57,636) |
|||||
| Remeasurements: | |||||||||
| Return on plan assets | |||||||||
| (excluding amounts included in | |||||||||
| interest income or expense) | - | 10,672 | 10,672 | ||||||
| Changes in demographic assumptions | 10,743 | - | 10,743 | ||||||
| Experience adjustments | 1,117 | - | 1,117 | ||||||
| 11,860 | 10,672 | 22,532 | |||||||
| Pension fund contribution | - | 1,786 | 1,786 | ||||||
| Paid pension | 15,835 | ( | 9,822) | 6,013 | |||||
| Balance at December 31 | ($ | 161,837) | $ | 134,532 | ($ | 27,305) |
(c) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private
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CHUN YU WORKS & CO., LTD.
placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
- (d) The principal actuarial assumptions used were as follows:
| Annual Labor Retirement Fund Utilisation Report announced by the government. The principal actuarial assumptions used were as follows: |
Annual Labor Retirement Fund Utilisation Report announced by the government. The principal actuarial assumptions used were as follows: |
|---|---|
| For the years ended December 31, | |
| 2023 | 2022 |
| Discount rate 1.25% |
1.50% |
| Future salary increases 2.00% |
2.25% |
Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table for the years ended December 31, 2023 and 2022.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2023 Effect on present value of defined benefit obligation December 31, 2022 Effect on present value of defined benefit obligation |
Discount rate | Discount rate | Discount rate | Increase0.25% Decrease 0.25% 2,415 $ 2,347) ($ 3,339 $ 3,246) ($ Future salaryincrease rate |
|---|---|---|---|---|
| Increase 0.25% | Decrease0.25% | |||
| 2,396) ($ 3,313) ($ |
2,477 $ 3,426 $ |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(e) Expected contributions to the defined benefit pension plan of the Company for the following year amount to $1,197.
-
(f) As of December 31, 2023, the weighted average duration of the retirement plan is 10.2 years. The analysis of timing of the future pension payment was as follows:
-
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CHUN YU WORKS & CO., LTD.
| Next | 1 year | $ | 3,842 |
|---|---|---|---|
| Next | 2 ~ 5 years | 33,132 | |
| Over | next 6 years | 84,417 | |
| $ | 121,391 |
- B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plan of the Company were $10,789 and $11,103 for the years ended December 31, 2023 and 2022, respectively.
(14) Share capital
- A. Movements in the number of the Company’s ordinary shares outstanding are as follows: (Unit: Shares in thousands)
| Shares in thousands) | ||
|---|---|---|
| Number of shares at the beginning Stock dividends of the year Number of shares at the end of the year |
For the years ended December 31, | |
| 2023 302,163 - 302,163 |
2022 | |
| 287,774 14,389 |
||
| 302,163 |
-
B. On June 22, 2022, the Company increased its capital by issuing new shares through capitalization of unappropriated retained earnings of $143,887 as resolved by the shareholders. The issuance of new shares was approved by the Securities and Futures Bureau, Financial Supervisory Commission. The effective date was set on September 17, 2022.
-
C. As of December 31, 2023, the Company’s authorized capital was $3,920,696, and the paid-in capital was $3,021,627, consisting of 302,163 thousand ordinary shares, with a par value of $10 (in dollars) per share which were issued in several installments. All proceeds from shares issued have been collected.
-
D. Treasury shares
-
(a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows: (Unit: Shares in thousands)
-
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==> picture [442 x 266] intentionally omitted <==
----- Start of picture text -----
For the year ended December 31, 2023
Number of Number of
shares at shares at
the beginning the end
Reason for reacquisition of the year Addition Decrease of the year
Acquisition of the parent
company’s shares by
subsidiaries 23,430 - - 23,420
For the year ended December 31, 2022
Number of Number of
shares at shares at
the beginning the end
Reason for reacquisition of the year Addition Decrease of the year
Acquisition of the parent
company’s shares by
subsidiaries 22,314 1,116 - 23,430
----- End of picture text -----
-
(b) As of December 31, 2023 and 2022, the book value (cost) was both $267,195, and the fair value were $591,612 and $562,324, respectively. The shares of the Company held by the subsidiaries are recognised as treasury shares and are entitled to dividends, recorded under "Capital reserve-treasury stock transaction". The cash dividends and stock dividends paid
- -
to the subsidiaries amounted to $23,430 and $ , $34,030 and $ 11,157, for the years ended December 31, 2023 and 2022 respectively.
-
(c) Reason for share reacquisition and the number of the Company’s treasury shares remained unchanged as of December 31, 2023 and 2022. Details are as follows:
| unchanged as of December 31, 2023 and 2022. Details | are as follows: | ||
|---|---|---|---|
| Name of company Reason for holdingthe shares reacquisition Chun Yu Investment Co., Ltd. Acquisition of the parent company’s shares by subsidiaries Name of company Reason for holdingthe shares reacquisition Chun Yu Investment Co., Ltd. Acquisition of the parent company’s shares by subsidiaries |
December 31, | Carrying amount 267,195 $ 2023 2022 |
|
| Number of shares (in thousands) 23,430 Number of shares (in thousands) 23,430 December 31, |
|||
| Carrying amount 267,195 $ |
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CHUN YU WORKS & CO., LTD.
(15) Capital surplus
- A. Pursuant to the Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient. Movements in capital surplus are as follows:
| For the year ended Difference between consideration and carrying amount of subsidiaries December 31, 2023 Share options acquired or disposed Balance at the beginning of year 221,790 $ 26,901 $ Transfers to capital surplus for the Company's dividends received by subsidiaries - - Balance at the end of year 221,790 $ 26,901 $ For the year ended Difference between consideration and carrying amount of subsidiaries December31,2022 Share options acquired ordisposed Balance at the beginning of year - $ 26,901 $ Issuance of convertible bonds 221,790 - Transfers to capital surplus for the Company's dividends received by subsidiaries - - Balance at the end of year 221,790 $ 26,901 $ |
Treasury share transactions 229,232 $ 23,430 252,662 $ Treasury share transactions 195,202 $ - 34,030 229,232 $ |
Total |
|---|---|---|
| 477,923 $ 23,430 |
||
| 501,353 $ |
||
| Total | ||
| 222,103 $ 221,790 34,030 |
||
| 477,923 $ |
B. Details of ‘Capital reserve - share options’ are provided in Note 6(14), ‘Share capital’.
(16) Retained earnings
-
A. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
B. Under the Company’s Articles of Incorporation, the Company may distribute earnings or offset losses at the end of each half fiscal year in accordance with the Company Act. When distributing earnings, the Company shall estimate and reserve for taxes payable, offset losses and set aside as legal reserve until the legal reserve equals the paid-in capital in accordance with the regulations.
-
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CHUN YU WORKS & CO., LTD.
Where dividends are distributed in the form of cash, it shall be approved by the Board of Directors. Where dividends are distributed by issuing new shares, it shall be approved by the stockholders in accordance with the regulations.
The current year’s earnings, if any, shall first be used to pay all taxes, offset prior years’ operating losses, set aside 10% of the remaining amount as legal reserve and then reverse or set aside as special reserve in accordance with relevant regulations. The remaining earnings along with accumulated unappropriated earnings from prior years will be the accumulated distributable earnings, and the Board of Directors will present a proposal of the earnings distribution for the approval of the shareholders. Where dividends and bonus, capital surplus and legal reserve, in whole or in part, are distributed in the form of cash, the Board of Directors is authorised make the distribution by approval of more than half of the directors present at the meeting, where more than two-thirds of the directors are present, and the report of such distribution shall be submitted to the shareholders during their meeting. The regulation in relation to approval from the shareholders is not applicable. In principle, at least 50% of earnings, after considering the capital needs for current and future development and the interest of shareholders, shall be distributed as dividends according to the dividend policy. However, if there is a need due to changes in the industry’s environment or operational plans, the Board of Directors may present a proposal to adjust the ratio for the approval of the shareholders.
-
C. Special reserve:
-
(a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
(b) The amount of $430,610 previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Order No. Financial-Supervisory-SecuritiesCorporate-1090150022, dated March 31, 2021, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.
-
D. The Company recognised cash dividends and stock dividends distributed to owners amounting
- -
to $302,163 and $ , $438,885 and $143,887 for the years ended December 31, 2023 and 2022, respectively. It includes cash dividends of $302,163 ($1.0 (in dollars) per share) in the second half of 2022 earnings, cash dividends of $151,081 ($0.5 (in dollars) per share) in the first half of 2022 earnings; cash dividends of $287,774 ($1.0 (in dollars) per share) and stock dividends of $143,887 ($0.5 (in dollars) per share) in the second half of 2021 earnings. On March 7, 2024, the Board of Directors proposed for the distribution of cash dividends from 2023 earnings amounting to $274,968 ($0.91 (in dollars) per share).
-
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CHUN YU WORKS & CO., LTD.
(17) Other equity
For the year ended December 31, 2023,
| Unrealised | ||||||
|---|---|---|---|---|---|---|
| Currency | gains (losses) | |||||
| translation | on valuation | Total | ||||
| At January 1 | ($ | 163,091) |
($ | 167,985) |
($ | 331,076) |
| Revaluation - currency translation | ( | 28,490) |
- | ( | 28,490) | |
| Revaluation - unrealised gains | ||||||
| on valuation | - | 38,056 | 38,056 | |||
| Valuation adjustment transferred out to | ||||||
| retained earnings | - | ( | 73,130) | ( | 73,130) | |
| At December 31 | ($ | 191,581) | ($ | 203,059) |
($ | 394,640) |
| For theyear | For theyear | ended December | 31, | 2022, | ||
|---|---|---|---|---|---|---|
| Unrealised | ||||||
| Currency | gains (losses) | |||||
| translation | on valuation | Total | ||||
| At January 1 | ($ | 214,721) |
$ | 6,765 | ($ | 207,956) |
| Revaluation - currency translation | 51,630 | - | 51,630 | |||
| Revaluation - unrealised losses | ||||||
| on valuation | - | ( | 89,882) | ( | 89,882) |
|
| Valuation adjustment transferred out to | ||||||
| retained earnings | - | ( | 84,868) | ( | 84,868) | |
| At December 31 | ($ | 163,091) |
($ | 167,985) | ($ | 331,076) |
(18) Operating revenue
| Operating revenue | ||
|---|---|---|
| Revenue from contracts with customers | For theyears ended December31, | |
| 2023 3,381,977 $ |
2022 | |
| 5,478,958 $ |
A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of goods at a point in time in the following major product lines:
| product lines: | ||
|---|---|---|
| Major product lines Screws and nuts Wire rods Billet Others |
For theyears ended December 31, | |
| 2023 1,813,617 $ 1,520,066 29,902 18,392 3,381,977 $ |
2022 | |
| 2,427,807 $ 2,341,071 686,930 23,150 |
||
| 5,478,958 $ |
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CHUN YU WORKS & CO., LTD.
B. Contract liabilities :
As of December 31, 2023 and 2022, the Company has recognised revenue-related contract liabilities of $16,183 and $15,318, respectively. As of January 1, 2023, the contract liabilities amounted to $10,786. Revenue recognised for the years ended December 31, 2023 and 2022, which was included in the contract liabilities at the beginning of the year, amounted to $12,688 and $8,354, respectively.
(19) Interest income
| and $8,354, respectively. Interest income |
||
|---|---|---|
| Other income Interest income from bank deposits Other interest Rent income Dividend income Other income |
2023 2022 24,791 $ 4,969 $ - 5 24,791 $ 4,974 $ For the years ended December 31, For theyears ended December 31, |
|
| 2023 8,596 $ 3,008 18,133 29,737 $ |
2022 | |
| 9,199 $ 15,645 16,875 |
||
| 41,719 $ |
(20) Other income
(21) Other gains and losses
| For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, | |||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Gains on financial assets at fair value | $ | 120,323 | $ | 58,061 | |
| through profit or loss | |||||
| Net foreign exchange (losses) gain | ( | 883) |
20,836 | ||
| Gain (losses) on disposal of property, plant | 338 | ( | 2,735) | ||
| and equipment | |||||
| Losses from lease modification | - | ( | 32) |
||
| Miscellaneous disbursements | ( | 1,839) | ( | 1,290) | |
| $ | 117,939 | $ | 74,840 |
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(22) Finance costs
| Finance costs | ||||
|---|---|---|---|---|
| For theyears ended | December 31, | |||
| 2023 | 2022 | |||
| Interest expense: | ||||
| Ordinary bonds payable | $ | 47,709 |
$ | 48,560 |
| Convertible bonds payable | 29,339 | 22,708 | ||
| Bank borrowings | 12,786 | 10,750 | ||
| Interest on lease liabilities | 2 | 6 | ||
| $ | 89,836 | $ | 82,024 |
(23) Expenses by nature
| Employee benefit expense Depreciation Amortisation Employee benefit expense Depreciation Amortisation |
For theyear ended December 31,2023 | For theyear ended December 31,2023 | For theyear ended December 31,2023 |
|---|---|---|---|
| Operatingcosts Operatingexpenses Total 296,852 $ 101,784 $ 398,636 $ 99,781 7,696 107,477 25 1,072 1,097 396,658 $ 110,552 $ 507,210 $ For theyear ended December 31,2022 |
Total | ||
| 398,636 $ 107,477 1,097 |
|||
| 507,210 $ |
|||
| Operatingcosts 351,755 $ 103,255 28 455,038 $ |
Operatingexpenses 128,407 $ 8,909 1,121 138,437 $ |
Total | |
| 480,162 $ 112,164 1,149 |
|||
| 593,475 $ |
(24) Employee benefit expense
| Employee benefit expense | |||
|---|---|---|---|
| Wages and salaries Labour and health insurance fees Pension costs Directors’ remuneration Other personnel expenses |
For theyear ended December 31,2023 | ||
| Operatingcosts 254,170 $ 29,478 8,312 - 4,892 296,852 $ |
Operatingexpenses 75,746 $ 6,593 3,649 14,250 1,546 101,784 $ |
Total | |
| 329,916 $ 36,071 11,961 14,250 6,438 |
|||
| 398,636 $ |
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CHUN YU WORKS & CO., LTD.
| For the | year ended December | year ended December | 31, | 2022 | ||
|---|---|---|---|---|---|---|
| Operatingcosts | Operatingexpenses | Total | ||||
| Wages and salaries | $ | 303,785 |
$ | 93,225 | $ | 397,010 |
| Labour and health insurance fees | 31,851 | 9,094 | 40,945 | |||
| Pension costs | 8,996 | 3,877 | 12,873 | |||
| Directors’ remuneration | - | 20,470 | 20,470 | |||
| Other personnel expenses | 7,123 | 1,741 | 8,864 | |||
| $ | 351,755 | $ | 128,407 | $ | 480,162 |
-
A. As at December 31, 2023 and 2022, the Company had 566 and 604 employees, including 9 and 11 non-employee directors, respectively. Average employee benefit expense and average employee salaries were $690 and $777, $592 and $671 for the years ended December 31, 2023 and 2022, respectively. Average employee salaries for the year ended December 31, 2023 was a decrease of 11.77%.
-
B. The Company has set up the Audit Committee and therefore it had no supervisors’ remuneration for the current and previous years.
-
C. The Company provides remuneration to directors for their services based on the Company’s internal management policy and the general pay levels. Management follows the order of the Board of Directors to handle the business and is remunerated based on the Company’s internal management policy and the general pay levels. The employee compensation policy of the Company is established based on the employee’s ability, contribution to the Company, performance, and the market value of the position, which has a positive correlation with the Company’s operating performance. Employee compensation packages are set based on the market value for the positions. Bonuses are linked to the achievement of the employee and department targets. The Company designs a well-thought-out benefits measures in accordance with the laws and regulations and by taking into consideration the needs of employees.
-
D. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall be 2% for employees’ compensation and shall not be higher than 2% for directors’ remuneration. However, if the Company has accumulated deficit, the earnings shall be reserved to offset losses.
-
E. For the years ended December 31, 2023 and 2022, employees’ compensation was accrued at $6,095 and $13,100, respectively; while directors’ remuneration was accrued at $6,085 and $13,100, respectively. The aforementioned amounts were recognised in salary expenses and were accrued based on the earnings of current year and the percentage prescribed by the Company’s Articles of Incorporation. The employees’ compensation and directors’ remuneration resolved by the Board of Directors were both $13,100, which were the same with the amounts recognised in the financial statements for the year ended December 31, 2022. The employees’ compensation and directors’ remuneration for 2023 as resolved by the Board of Directors on March 7, 2024 were $6,095 and 6,085, respectively, and the employees’ compensation will be distributed in the
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CHUN YU WORKS & CO., LTD.
form of cash.
Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
(25) Income tax
-
A. Components of income tax expense:
- (a) Components of income tax expense:
| lved at the meeting of Board of Directors will be tem” at the website of the Taiwan Stock Exchange. e tax mponents of income tax expense: Components of income tax expense: |
posted in the “Market Observation Post |
posted in the “Market Observation Post |
|---|---|---|
| Current tax: Current tax on profits for the year Prior year income tax under estimation Total current tax Deferred tax: Origination and reversal of temporary differences Income tax expense |
For theyears ended December 31, | |
| 2023 27,047 $ 10,791 37,838 629 38,467 $ |
2022 | |
| 21,366 $ 12,822 |
||
| 34,188 | ||
| 55,635 | ||
| 89,823 $ |
- (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| follows: | ||||
|---|---|---|---|---|
| For theyears ended December | 31, | |||
| 2023 | 2022 | |||
| Remeasurement of defined benefit obligation | $ | 1,418 |
$ | 4,506 |
| Exchange differences on translation of foreign | ( | 326) |
327 | |
| financial statements | ||||
| $ | 1,092 | $ | 4,833 |
B. Reconciliation between income tax expense and accounting profit:
| For theyears ended | For theyears ended | December | 31, | ||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Tax calculated based on profit before tax and | $ | 58,418 | $ | 125,465 | |
| statutory tax rate | |||||
| Effects from items disallowed by tax regulation | ( | 37,820) |
( | 27,678) | |
| Separate taxation | 14,215 | 14,982 | |||
| Prior year income tax under estimation | 10,791 | 12,822 | |||
| Effect from tax loss | ( | 7,137) | ( | 35,768) | |
| Income tax expense | $ | 38,467 | $ | 89,823 |
C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
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CHUN YU WORKS & CO., LTD.
For the year ended December 31, 2023
| Recognized | Recognized | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognized | in other | |||||||||||
| in | comprehensive | |||||||||||
| January1 | profit or loss | income | December31 | |||||||||
| Deferred tax assets | ||||||||||||
| Temporary differences: | ||||||||||||
| Allowance for bad debts in | $ | 1,212 |
$ | - | $ | - | $ | 1,212 | ||||
| excess of tax limits | ||||||||||||
| Loss on decline in inventory | 6,170 | ( | 781) |
- | 5,389 | |||||||
| market value | ||||||||||||
| Other deferred revenue and | 10,634 | ( | 1,894) | - | 8,740 | |||||||
| unrealised expenses | ||||||||||||
| Currency translation differences | 4,450 | 273 | - | 4,723 | ||||||||
| Remeasurements of defined | 8,622 | - | ( | 1,418) | 7,204 | |||||||
| benefit plan | ||||||||||||
| Tax losses | 87,517 | 7,137 | - | 94,654 | ||||||||
| $ | 118,605 | $ | 4,735 | ($ | 1,418) | $ | 121,922 | |||||
| Deferred tax liabilities | ||||||||||||
| Temporary differences: | ||||||||||||
| Pensions | ($ | 3,158) |
($ | 2,644) | $ | - | ($ | 5,802) | ||||
| Unrealized foreign exchange gain | ( | 455) |
455 | - | - | |||||||
| Reserve for land value increment | ( | 293,140) |
- | - | ( | 293,140) | ||||||
| tax | ||||||||||||
| Currency translation differences | ( | 1,377) | - | 326 | ( | 1,051) | ||||||
| Foreign investment income | ( | 21,675) | ( | 5,161) | - | ( | 26,836) | |||||
| Others | ( | 6,996) | 1,986 | - | ( | 5,010) | ||||||
| ($ | 326,801) | ($ | 5,364) | $ | 326 | ($ | 331,839) | |||||
| ($ | 208,196) | ($ | 629) | ($ | 1,092) | ($ | 209,917) |
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CHUN YU WORKS & CO., LTD.
For the year ended December 31, 2022
| Recognized | Recognized | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognized | in other | |||||||||||
| in | comprehensive | |||||||||||
| January1 | profit or loss | income | December31 | |||||||||
| Deferred tax assets | ||||||||||||
| Temporary differences: | ||||||||||||
| Allowance for bad debts in | $ | 1,212 |
$ | - | $ | - | $ | 1,212 | ||||
| excess of tax limits | ||||||||||||
| Loss on decline in inventory | 3,189 | 2,981 | - | 6,170 | ||||||||
| market value | ||||||||||||
| Unrealised losses on disposal of | 122 | ( | 122) |
- | - | |||||||
| assets | ||||||||||||
| Other deferred revenue and | 12,246 | ( | 1,612) | - | 10,634 | |||||||
| unrealised expenses | ||||||||||||
| Currency translation differences | 4,450 | - | - | 4,450 | ||||||||
| Remeasurements of defined | 13,128 | - | ( | 4,506) | 8,622 | |||||||
| benefit plan | ||||||||||||
| Tax losses | 123,399 | ( | 35,882) | - | 87,517 | |||||||
| $ | 157,746 | ($ | 34,635) | ($ | 4,506) | $ | 118,605 | |||||
| Deferred tax liabilities | ||||||||||||
| Temporary differences: | ||||||||||||
| Pensions | ($ | 1,945) |
($ | 1,213) | $ | - | ($ | 3,158) | ||||
| Unrealized foreign exchange gain | - | ( | 455) |
- | ( | 455) | ||||||
| Reserve for land value increment | ( | 293,140) | - | - | ( | 293,140) | ||||||
| tax | ||||||||||||
| Currency translation differences | ( | 1,050) | - | ( | 327) |
( | 1,377) | |||||
| Foreign investment income | - | ( | 21,675) | - | ( | 21,675) | ||||||
| Others | ( | 9,339) | 2,343 | - | ( | 6,996) | ||||||
| ($ | 305,474) | ($ | 21,000) | ($ | 327) | ($ | 326,801) | |||||
| ($ | 147,728) | ($ | 55,635) | ($ | 4,833) | ($ | 208,196) |
D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
| follows: | ||||
|---|---|---|---|---|
| December31,2023 | ||||
| Year incurred 2017 2019 |
Amount filed /assessed 580,599 $ 516,191 1,096,790 $ |
Unused amount - $ 473,269 473,269 $ |
Unrecognised deferred taxassets - $ - - $ |
Expiry year |
| 2027 2029 |
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CHUN YU WORKS & CO., LTD.
| Year incurred 2017 2019 |
Amount filed Unrecognised deferred /assessed Unused amount tax assets Expiry year 580,599 $ - $ - $ 2027 516,191 437,586 - 2029 1,096,790 $ 437,586 $ - $ December31,2022 |
|---|---|
-
E. The Company did not recognise deferred tax liabilities related to taxable temporary difference of investment on subsidiaries. The unrecognised deferred tax liabilities were $1,435,034 and $1,181,299 as of December 31, 2023 and 2022, respectively.
-
F. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority. The Company did not have any administrative remedy as of March 7, 2024.
-
(26) Earnings per share
| Earnings per share | ||
|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders Diluted earnings per share Profit attributable to ordinary shareholders Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary Earnings Amount shares outstanding per share aftertax (sharesinthousands) (indollars) 253,625 $ 278,733 0.91 $ 253,625 $ 278,733 - 365 11,317 42,667 264,942 $ 321,765 0.82 $ Forthe yearendedDecember31,2023 |
|
| 0.91 $ |
||
| 0.82 $ |
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CHUN YU WORKS & CO., LTD.
| Basic earnings per share Profit attributable to ordinary shareholders Diluted earnings per share Profit attributable to ordinary shareholders Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary Earnings Amount shares outstanding per share aftertax (sharesinthousands) (indollars) 537,503 $ 278,733 1.93 $ 537,503 $ 278,733 - 649 8,474 22,093 545,977 $ 301,475 1.81 $ Forthe yearendedDecember31,2022 |
|---|---|
The above mentioned weighted average number of outstanding shares was retrospectively adjusted proportionately to the capitalised amount of unappropriated retained earnings for the year ended December 31, 2021.
(27) Supplemental cash flow information
A. Investing activities with partial cash payments:
| ember 31, 2021. pplemental cash flow information Investing activities with partial cash payments: |
||
|---|---|---|
| Purchase of property, plant and equipment Add: Opening balance of payable on equipment (listed as ‘Other payables’) Cash paid for acquisition of property, plant and equipment Less: Ending balance of payable on equipment (listed as ‘Other payables’) |
For theyears ended December 31, | |
| 2023 42,268 $ 5,310 11,657) ( 35,921 $ |
2022 | |
| 68,114 $ 12,142 5,310) ( |
||
| 74,946 $ |
B. Operating and investing activities with no cash flow effects:
| (a) Write-off of uncollectible amounts (b) Prepayments for equipment transferred to property, plant and equipment |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2023 - $ 3,073 $ |
2022 | |
| 933 $ |
||
| 16,673 $ |
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CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS | & | CO., | LTD | . | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities from | financing activities - gross | 4,744,556 $ |
37,378) ( |
14,953 | 4,722,131 $ |
Liabilities from | financing activities - gross | 4,523,532 $ |
433,117 | 11,454 | 223,547) ( |
4,744,556 $ |
||
| Guarantee | deposits received | 457 $ |
- | - | 457 $ |
Guarantee | deposits received | 457 $ |
- | - | - | 457 $ |
||
| Long-term borrowings | (including current portion) | - $ |
- | - | - $ |
Long-term borrowings | (including current portion) | 590,000 $ |
590,000) ( |
- | - | - $ |
||
| Bonds payable | 4,563,605 $ |
- | 14,953 | 4,578,558 $ |
Bonds payable | 3,000,000 $ |
1,775,874 | 11,454 | 223,723) ( |
4,563,605 $ |
||||
| Lease liability | 269 $ |
215) ( |
- | 54 $ |
Lease liability | 526 $ |
433) ( |
- | 176 | 269 $ |
||||
| Short-term | borrowings | January 1, 2023 180,225 $ |
Changes in cash flow from financing activities 37,163) ( |
Changes in unamortized discount - |
December 31, 2023 143,062 $ |
Short-term | borrowings | January 1, 2022 932,549 $ |
Changes in cash flow from financing activities 752,324) ( |
Changes in unamortized discount - |
Changes in other non-cash items - |
December 31, 2022 180,225 $ |
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CHUN YU WORKS & CO., LTD.
7. Related Party Transactions
(1) Names of related parties and relationship
==> picture [481 x 15] intentionally omitted <==
----- Start of picture text -----
Names of related parties Relationship with the Company
----- End of picture text -----
| ted Party Transactions Names of related parties and relationship Names of related parties |
Relationship withthe Company |
|---|---|
| Chun Bang Precision Co., Ltd. | Subsidiary |
| Chun Yu Works (USA) Inc. | Subsidiary |
| Chun Yu Bio-Tech Corp. | Subsidiary |
| Scholar Holdings Ltd. | Subsidiary |
| Pt Moon Lion Industries Indonesia | Subsidiary |
| Chun Zu Machinery Industry Co., Ltd. | Subsidiary |
| Chun Yu (Dongguan) Metal Proucts Co., Ltd. | Subsidiary |
| Shanghai Uchee Hardware Proucts Ltd. | Subsidiary |
| Chunyu Group Shanghai Tongsheng Trade Co., Ltd. | Subsidiary |
| Shanghai Chun Zu Machinery Industry Ltd. | Subsidiary |
| Ofco Industrial Corp. | Other related party |
| Gloria Material Technology Corp. | Other related party |
| TSG Transportation Corp. | Other related party |
| TSG Environmental Technology Corp. | Other related party |
| TSG Power Corp. | Other related party |
| Golden Win Steel Industrial Corp. | Other related party |
(2) Significant related party transactions
A. Operating revenue
| ificant related party transactions Operating revenue G Environmental Technology Corp. G Power Corp. lden Win Steel Industrial Corp. |
Other related party Other related party Other related party |
Other related party Other related party Other related party |
|---|---|---|
| Sales of goods: Other related parties Subsidiaries |
2023 2022 443,870 $ 702,780 $ 81,163 147,854 525,033 $ 850,634 $ For theyears ended December 31, |
|
| 702,780 $ 147,854 |
||
| 850,634 $ |
Goods are sold to related parties based on the terms that would be available to third parties, except for Chun Yu Works (USA) Inc. and Scholar Holdings Ltd., for which the goods are sold based on agreed prices as there are no similar transactions available for comparison. The average credit ~ terms for related parties are 1 3 months which would be available to third parties, except for Chun Yu Works (USA) Inc. and SCHOLAR HOLDINGS LTD. with credit terms of 4 ~ 6 months.
B. Purchases
| Purchases | ||
|---|---|---|
| Purchases of goods: Subsidiaries Other related parties |
For theyears ended December 31, | |
| 2023 72,778 $ 4,036 76,814 $ |
2022 | |
| 72,045 $ 2,437 |
||
| 74,482 $ |
Goods are purchased from related parties based on the prices and terms that would be available ~ to third parties and the average payment terms are 1 2 months. However, both parties may
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CHUN YU WORKS & CO., LTD.
negotiate to extend payment terms according to the funds available.
C. Property transaction
Acquisition of assets:
| For | the years ended | the years ended | December 31, | ||
|---|---|---|---|---|---|
| Objects | 2023 | 2022 | |||
| Subsidiaries | Machinery and equipment, | ||||
| prepayments for equipment | $ | 2,949 |
$ | 10,084 |
|
| Other related party | Machinery and equipment | 459 | 500 | ||
| $ | 3,408 |
$ | 10,584 |
There was no such transaction for the year ended December 31, 2022.
D. Other expenses
| E. F. |
Other income Accounts receivable Other related parties Subsidiaries Management service income Subsidiaries Rent income Subsidiaries Other related parties Other income Subsidiaries Other related parties Other related parties Subsidiaries |
2023 2022 40,356 $ 53,592 $ 10,468 6,345 50,824 $ 59,937 $ For theyears ended December 31, For theyears ended December 31, |
2023 2022 40,356 $ 53,592 $ 10,468 6,345 50,824 $ 59,937 $ For theyears ended December 31, For theyears ended December 31, |
|---|---|---|---|
| 2023 9,178 $ 6,613 972 6,793 469 24,025 $ December 31,2023 92,683 $ 27,087 119,770 $ |
2022 | ||
| 6,400 $ 6,551 945 7,911 2,074 |
|||
| 23,881 $ |
|||
| December 31,2022 37,724 $ 17,901 55,625 $ |
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CHUN YU WORKS & CO., LTD.
G. Other receivables
| H.Prepayments I.Accounts payable J.Other payables Subsidiaries Other related parties Subsidiaries Other related parties Subsidiaries Other related parties Subsidiaries Other related parties |
December 31, 2023 17,028 $ 560 17,588 $ December 31, 2023 2,726 $ 335 3,061 $ December31,2023 11,315 $ 3,363 14,678 $ December 31, 2023 8,727 $ 5,672 14,399 $ |
December31,2022 12,069 $ - |
|---|---|---|
| 12,069 $ |
||
| December31,2022 295 $ 335 |
||
| 630 $ |
||
| December 31, 2022 16,098 $ - 16,098 $ December31,2022 1,307 $ 8,895 10,202 $ |
K. Endorsements and guarantees provided to related parties: Refer to Note 13 (1)B. (3) Key management compensation
| Wages and salaries and other short-term benefits |
For the years ended December 31, | For the years ended December 31, |
|---|---|---|
| 2023 27,561 $ |
2022 | |
| 25,824 $ |
8. Pledged Assets
The Company’s assets pledged as collateral are as follows:
| Assets | December | 31,2023 | December | 31,2022 | Purpose |
|---|---|---|---|---|---|
| Land (Note) | $ | 358,824 |
$ | 358,824 | Collateral for long-term |
| borrowings and bonds | |||||
| payable | |||||
| Buildings and structures, net | 58,822 | 63,474 | Collateral for long-term | ||
| (Note) | borrowings and bonds | ||||
| payable | |||||
| $ | 417,646 | $ | 422,298 |
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CHUN YU WORKS & CO., LTD.
(Note ) Listed as ‘Property, plant and equipment’ and ‘Investment property, net’.
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
-
(1) As of December 31, 2023 and 2022, the Company’s capital expenditures contracted for at the balance sheet date but not yet incurred were $12,847 and $8,126, respectively.
-
(2) As of December 31, 2023 and 2022, the Company’s line of credit issued but not yet negotiated were $184,423 and $36,751, respectively.
-
(3) Information on provision of endorsements and guarantees to others is provided in Note 13(1)B.
-
(4) The Company is involved in a lawsuit filed by Mr. Li, Shi-Ren in 2012 relating to whether an employment relationship existed between both parties. Mr. Li, Shi-Ren claimed that he served in an investee of the Company for 26 years and 8 months and requested the Company to pay pension totaling USD 642 thousand. On February 27, 2014, the Taiwan Kaohsiung District Court rendered a decision that the Company is liable for the USD 642 thousand pension payment. The Company disagreed with the decision and appealed during the legal period. On April 29, 2016, the Taiwan High Court Kaohsiung Branch Court revoked the original decision rendered on February 27, 2014 and rendered a decision that the litigation expenses incurred thereby shall be borne by the appellant (Li, Shi-Ren). Subsequently, Li, Shi-Ren appealed to the Supreme Court. On August 2, 2018, the Supreme Court, after reviewing the case, revoked the decision except for the provisional execution and remanded the case to the Taiwan High Court Kaohsiung Branch Court. On April 15, 2020, following the first order by the Supreme Court, the Taiwan High Court Kaohsiung Branch Court rendered a decision on the case no. 2018-Zhong-Lao-Shang-Geng-Yi-Zi-1, in which both of the appellant’s (Li, Shi-Ren) appeal with the first instance court and motion for provisional execution are dismissed, and the appellant shall bear the relevant litigation expenses. Subsequently, Li, Shi-Ren appealed to the Supreme Court. On April 28, 2022, the Supreme Court, after reviewing the case, revoked the decision except for the provisional execution and remanded the case to the Taiwan High Court Kaohsiung Branch Court. The judgment was remanded by the Supreme Court for the second time. The appeal was dismissed on December 14, 2022, and the related litigation expenses incurred shall be borne by the Company. Subsequently, Li, Shi-Ren appealed to the Supreme Court. On June 8, 2023, the Supreme Court, after reviewing the case, revoked the decision except for the provisional execution and remanded the case to the Taiwan High Court Kaohsiung Branch Court.
10. Significant Disaster Loss
None.
11. Significant Events after the Balance Sheet Date
In February 2024, the Company participated in the capital increase of Argo Yachts Development Co., Ltd. at a price of $27(in dollars) per share. The Company subscribed 4,500 thousand shares, for a total subscription amount of $121,500.
12. Others
(1) Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to
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CHUN YU WORKS & CO., LTD.
continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
-
(2) Financial instruments
-
A. Financial instruments by category
Details of the Company’s financial instruments by category are provided in Note 6.
-
B. Financial risk management policies
-
(a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close cooperation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
-
i. Foreign exchange risk
-
(i) The Company operates internationally and is exposed to exchange rate risk arising from various functional currency, primarily with respect to the USD, EUR, RMB and IDR. Foreign exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
-
(ii) Management has set up a policy to manage its foreign exchange risk against the functional currency. The Company’s treasury is responsible for hedging its entire foreign exchange risk exposure. The Company’s treasury uses forward foreign exchange contracts to manage the foreign exchange risk arising from future commercial transactions and recognised assets and liabilities. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.
-
(iii) The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the
-
-
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CHUN YU WORKS & CO., LTD.
exchange rate fluctuations is as follows:
==> picture [426 x 469] intentionally omitted <==
----- Start of picture text -----
December 31, 2023
Foreign currency
amount
(Foreign currency: functional currency) (In thousands) Exchange rate Book value
Financial assets
Monetary items
USD:NTD $ 8,085 30.71 $ 248,250
EUR:NTD 834 33.98 28,339
Investments accounted for under
equity method
USD:NTD 54,053 30.71 1,659,697
IDR:NTD 367,208,441 0.00198 727,073
Financial liabilities
Monetary items
USD:NTD 2,600 30.71 79,833
December 31, 2022
Foreign currency
amount
(Foreign currency: functional currency) (In thousands) Exchange rate Book value
Financial assets
Monetary items
USD:NTD $ 6,233 30.71 $ 191,415
EUR:NTD 1,036 32.72 33,898
Investments accounted for under
equity method
USD:NTD 53,455 30.71 1,641,603
IDR:NTD 325,929,153 0.00198 645,340
Financial liabilities
Monetary items
USD:NTD 4,658 30.71 143,047
EUR:NTD 834 32.72 27,288
----- End of picture text -----
The sensitivity analysis of foreign exchange risk mainly focuses on the foreign currency monetary items at the end of the financial reporting period. If the exchange rate of NTD to all foreign currencies had appreciated/depreciated by 1%, the Company’s net income would have decreased/increased by $1,574 and $440 for the years ended December 31, 2023 and 2022, respectively.
The total exchange (loss) gain, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company amounted to ($883) and $20,836 for the years ended December 31, 2023 and 2022, respectively.
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CHUN YU WORKS & CO., LTD.
ii. Price risk
-
(i) The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
-
(ii) The Company’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit would have increased/decreased by $1,300 and $502 for the years ended December 31, 2023 and 2022, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $4,535 and $2,429, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.
iii. Cash flow and fair value interest rate risk
-
(i) The Company’s main interest rate risk arises from borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 2023 and 2022, the Company borrowings at variable rate were mainly denominated in NTD.
-
(ii) The Company’s borrowings are measured at amortized cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
-
(iii) If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit, net of tax would have decreased/increased by $1,144 and $1,442 for the years ended December 31, 2023 and 2022, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.
-
ii. The Company manages its credit risk taking into consideration the entire company’s concern. For banks and financial institutions, only independently rated parties with a certain rating are accepted. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of
-
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CHUN YU WORKS & CO., LTD.
their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
-
iii. The Company adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
-
If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv. If the credit rating grade of an investment target degrades two scales, there has been a significant increase in credit risk on that instrument since initial recognition.
-
v. If the default rate of an investment target exceeds 10%, there has been a significant increase in credit risk on that instrument since initial recognition.
-
vi. The Company adopts the assumptions under IFRS 9, that is the default occurs when the contract payments are past due over 90 days.
-
vii. The Company classifies customer’s accounts receivable in accordance with credit risk on trade. The Company applies the modified approach using a provision matrix to estimate the expected credit loss and uses the historical and timely information to establish loss rate for assessing the default possibility of accounts receivable. Movements in relation to the Company applying the modified approach to provide loss allowance for notes and accounts receivable are as follows:
| Balance at January 1 Expected credit loss Balance at December 31 Balance at January 1 Expected credit gain Write-off of uncollectible amounts Balance at December 31 |
Notes Accounts receivable receivable Total - $ 1,360 $ 1,360 $ - 3,860 3,860 - $ 5,220 $ 5,220 $ For the year ended December 31, 2023 Notes Accounts receivable receivable Total - $ 2,840 $ 2,840 $ - 547) ( 547) ( - 933) ( 933) ( - $ 1,360 $ 1,360 $ Forthe yearendedDecember31,2022 |
|---|---|
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed and aggregated by Company treasury. Company
-
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CHUN YU WORKS & CO., LTD.
treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.
- ii. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows:
| December31,2023 Non-derivative financial liabilities: Short-term borrowings Accounts payable (including related parties) Other payables Lease liability Bonds payable Guarantee deposits received December31,2022 Non-derivative financial liabilities: Short-term borrowings Accounts payable (including related parties) Other payables Lease liability Bonds payable Guarantee deposits received |
Less than 1year 143,463 $ 126,353 170,086 55 1,950 457 Less than 1year 182,510 $ 130,733 215,875 217 1,950 457 |
Between 1 and 2year(s) - $ - - - 1,950 - Between 1 and 2year(s) - $ - - 55 1,950 - |
Between 2 and5 years - $ - - - 4,605,850 - Between 2 and5 years - $ - - - 5,850 - |
More than 5 years - $ - - - - - More than 5 years |
|---|---|---|---|---|
| - $ - - - 4,601,950 - |
- iii. For non-derivative financial liabilities, the Company does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis to be significantly earlier, nor expect the actual cash flow amount to be significantly different.
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks and beneficiary certificates is
-
316 -
CHUN YU WORKS & CO., LTD.
included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in listed stocks-private placement (Liquidity discount is 24.82%) is included in Level 2.
-
Level 3: Unobservable inputs for the asset or liability.
-
B. The carrying amounts of the Company’s financial instruments not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables (including related parties), guarantee deposits paid, shortterm borrowings, accounts payable (including related parties), other payables, bonds payable, long-term borrowings and guarantee deposits received) are approximate to their fair values.
-
C. The related information on financial and non-financial instruments measured at fair value by level on the basis on the nature, characteristics and risks of the assets and liabilities at December 31, 2023 and 2022 are as follows:
| December 31, 2023 Assets: Financial assets at fair value through profit or loss Equity securities Beneficiary certificates Financial assets at fair value through other comprehensive income Equity securities Recurring fair value measurements |
Level 1 - $ 2,992 2,992 453,478 456,470 $ |
Level 2 127,050 $ - 127,050 - 127,050 $ |
Level 3 - $ - - - - $ |
Total |
|---|---|---|---|---|
| 127,050 $ 2,992 |
||||
| 130,042 | ||||
| 453,478 | ||||
| 583,520 $ |
- 317 -
CHUN YU WORKS & CO., LTD.
==> picture [443 x 210] intentionally omitted <==
----- Start of picture text -----
December 31, 2022 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value
through profit or loss
- -
Equity securities $ 39,074 $ $ $ 39,074
Beneficiary certificates 11,179 - - 11,179
50,253 - - 50,253
Financial assets at fair value
through other comprehensive
income
Equity securities 242,851 - - 242,851
$ 293,104 $ - $ - $ 293,104
----- End of picture text -----
-
D. The methods and assumptions the Company used to measure fair value are as follows:
-
(a) The instruments the Company used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
Listed shares Open-end fund Market quoted price Closing price Net asset value
-
(b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
-
E. The Company takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Company’s credit quality.
-
F. For the years ended December 31, 2023 and 2022, there was no transfer between Level 1 and Level 2.
-
G. For the years ended December 31, 2023 and 2022, there was no transfer into or out from Level 3.
-
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CHUN YU WORKS & CO., LTD.
13. Supplementary Disclosures
(According to the current regulatory requirements, the Company is only required to disclose the information for the year ended December 31, 2023)
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: Refer to table 1.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Refer to table 2.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 3.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Refer to table 4.
-
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 5.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 6.
-
B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas: Purchases and sales between the Company and investees in Mainland China are eliminated when preparing consolidated financial statements. Information on significant transactions, such as purchases and sales, receivables and payables, provision of endorsements and guarantees and financing, between the Company and investees in Mainland China is provided in Note 13(1) B and J.
(4) Major shareholders information
Major shareholders information: Refer to table 7.
14. Segment Information
Not applicable.
- 319 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
| Item Description Cash: Cash on hand Checking accounts Demand deposits - NTD Demand deposits - Foreign USD 994 thousand, exchange rate: 30.71 currency EUR 413 thousand, exchange rate: 33.98 CNY 1 thousand, exchange rate:4.3355 Cash equivalents: Time deposits - NTD Short-term notes and bills - NTD |
Amount |
|---|---|
| 76 $ 206 89,202 30,513 14,041 1 |
|
| 134,039 | |
| 1,530,000 59,914 |
|
| 1,589,914 | |
| 1,723,953 $ |
- 320 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF FINANCIAL ASSETS MEASURED AT AMORTIZED COST - CURRENT DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
| Item | Description | Amount | |
|---|---|---|---|
| Time deposits which maturity | |||
| of over three months | |||
| Entie Commercial Bank | 2023.12~2024.04, interest rate:1.45% | $ | 30,000 |
| O-Bank | 2023.12~2024.04, interest rate:1.50% | 100,000 | |
| $ | 130,000 |
- 321 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF ACCOUNTS RECEIVABLE, NET DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
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----- Start of picture text -----
Client Name Description Amount
----- End of picture text -----
| British Gypsum | Accounts receivable | $ | 105,209 |
|---|---|---|---|
| KYOEI PRECISION CO., LTD. | " | 34,803 | |
| E-SHENG STEEL CO., LTD. | " | 31,443 | |
| Chi Rei Co., Ltd. | " | 27,872 | |
| Others (individually not exceeding 5%) | " | 275,397 | |
| 474,724 | |||
| Less: Allowance for uncollectible accounts | ( | 5,220) | |
| $ | 469,504 |
- 322 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF ACCOUNTS RECEIVABLE DUE FROM RELATED PARTIES, NET DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
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----- Start of picture text -----
Client Name Description Amount Note
----- End of picture text -----
| Ofco Industrial Corp. Accounts receivable Chun Yu Works (USA) Inc. " Others (individually not exceeding 5%) " |
92,683 $ -25,666 -1,421 -119,770 $ |
|---|---|
- 323 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF INVENTORIES DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
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----- Start of picture text -----
Amount
Net Realisable
Item Cost Value
Raw materials $ 320,200 $ 327,535
Supplies 183,961 215,581
Work in progress 326,598 368,624
Finished goods 512,838 527,444
1,343,597 $ 1,439,184
Less: Allowance for inventory ( 26,947)
valuation loss $ 1,316,650
----- End of picture text -----
- 324 -
CHUN YU WORKS & CO., LTD.
| CHUN YU WORKS & CO., LTD. STATEMENT OF CHANGES IN FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2023 (Expressed in thousands of New Taiwan dollars) Valuation adjustment Number of shares Number of shares Number of shares Number of shares (In thousands) Fair Value (In thousands) Amount (In thousands) Amount Amount (In thousands) Fair Value Note Name of Financial Instrument Beginning Balance Addition Decrease Ending Balance Collateral |
Listed stocks-private Ensure Global Co., Ltd.(Note) - - $ 5,000 36,000 $ - - $ 91,050 $ 5,000 127,050 $ None -(Note) Information relating to financial assets measured at fair value through profit or loss is provided in Note 6(2). |
|---|---|
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CHUN YU WORKS & CO., LTD.
| Note | - |
- |
- |
- |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CHUN YU WORKS & CO., LTD. | STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT | FOR THE YEAR ENDED DECEMBER 31, 2023 | (Expressed in thousands of New Taiwan dollars) | Beginning Balance (Note) Addition Decrease Ending Balance |
shares Nimber of shares shares shares |
(In thousands) Amount (In thousands) Amount (In thousands) Amount (In thousands) Amount Name of Financial Assets Collateral |
Listed stocks: | Taiwan Styrene 11,678 258,939 $ - - $ - - $ 11,678 258,939 $ None |
Monomer Corporation | China Ecotek Corporation 1,970 13,262 - - 1,970) ( 13,262) ( - - None |
Gloria Material - - 5,526 290,263 - - 5,526 290,263 None |
Technology Corporation | Unlisted stocks: | King Kong Iron Works, Ltd. 304 772 - - - - 304 772 None |
272,973 290,263 13,262) ( 549,974 |
Valuation adjustment 30,122) ( 6,756 73,130) ( 96,496) ( |
242,851 $ 297,019 $ 86,392) ($ 453,478 $ |
- 326 -
CHUN YU WORKS & CO., LTD.
| Footnote | - |
- |
- |
- |
- |
- |
- |
- |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Collateral | None | None | None | None | None | None | None | None | |||||||||||
| Market Value | or Net Assets Value | Unit price Total Amount |
$ 12.74 191,147 $ |
108.38 411,850 |
9.77 731,692 |
10.89 108,888 |
30.00 995,470 |
252.39 252,386 |
50.60 727,073 |
17.65 508,576 |
3,927,082 $ |
||||||||
| CHUN YU WORKS & CO., LTD. | STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD | FOR THE YEAR ENDED DECEMBER 31, 2023 | (Expressed in thousands of New Taiwan dollars) | Addition Decrease Ending Balance |
Number of shares Number of shares Number of shares |
(In thousands) Amount (In thousands) Amount (In thousands) Shareholding Amount |
- 24,178 $ - 3,750) ($ 15,000 100.00% 205,039 $ |
- 48,472 - 773) ( 3,800 100.00% 411,301 |
- 38,882 - - 74,888 100.00% 140,080 |
- - - 18,229) ( 10,000 100.00% 108,888 |
- - - 26,573) ( 33,183 100.00% 993,195 |
- 28,702 - 29,926) ( 1,000 100.00% 251,936 |
- 176,239 - 91,237) ( 14,370 71.85% 726,961 |
- 34,824 - 47,018) ( 28,822 47.81% 472,141 |
351,297 $ 217,506) ($ 3,309,541 $ |
||||
| Beginning Balance | Number of shares | (In thousands) Amount |
15,000 184,611 $ |
3,800 363,602 |
74,888 101,198 |
10,000 127,117 |
33,183 1,019,768 |
1,000 253,160 |
14,370 641,959 |
28,822 484,335 |
3,175,750 $ |
||||||||
| Name of Investees | Chun Bang Precision Co., Ltd. | Chun Yu Works (USA) Inc. | Chun Yu Investment Corp. | Chun Yu Bio-Tech Corp. | Scholar Holdings Ltd. | Sunny City International Limited | Pt Moon Lion Industries Indonesia | Chun Zu Machinery Industry Co., Ltd. |
- 327 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT - COST FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
Information relating to property, plant and equipment is provided in Note 6(7).
- 328 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT - ACCUMULATED DEPRECIATION
FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
Information relating to property, plant and equipment is provided in Note 6(7). Information relating to depreciation methods and useful lives is provided in Note 4(13).
- 329 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF CHANGES IN DEFERRED TAX ASSETS FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
[Information relating to income tax is provided in Note 6(25).]
- 330 -
CHUN YU WORKS & CO., LTD.
| CHU | N Y | U W | ORKS& | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Footnote | - |
- |
- |
- |
- |
- |
|||||||||
| Collateral | None | None | Note | Note | Note | Note | |||||||||
| Credit Line | 210,000 $ |
185,000 | 150,000 | 100,000 | 300,000 | 100,000 | |||||||||
| CHUN YU WORKS & CO., LTD. | STATEMENT OF SHORT-TERM BORROWINGS | DECEMBER 31, 2023 | (Expressed in thousands of New Taiwan dollars) | Ending Range of |
Nature Description Balance Contract Period Interest Rate |
Unsecured borrowings HSBC Bank (Taiwan) 36,846 $ 2023.11.15~2024.01.24 Note |
Taipei Fubon Bank 38,617 2023.12.14~2024.02.01 Note |
Hua Nan Bank 21,153 2023.12.05~2024.01.05 Note |
Entie Commercial Bank 18,812 2023.12.26~2024.01.26 Note |
Bank Sinopac 15,352 2023.12.05~2024.01.04 Note |
O-Bank 12,282 2023.12.27~2024.02.07 Note |
143,062 $ |
Note: Interest rate ranged from 1.83% to 6.79%. |
- 331 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
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----- Start of picture text -----
Suppliers Name Description Amount Note
-
E-SHENG STEEL CO., LTD. Accounts payable $ 29,971
" -
Hong Yi Carton Ltd. 9,993
" -
HEXICO ENTERPRISE CO., LTD. 9,155
CHINA STEEL CORPORATION " 7,648 -
Yuan Sui Timber Co. " 6,301 -
" -
SHENG WOEN PLASTIC CO., LTD. 6,146
" -
Others (each item not exceeding 5%) 42,461
$ 111,675
----- End of picture text -----
- 332 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF OTHER PAYABLES DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
| Item Wages and salaries payable Annual bonus payable Employees' compensation and directors' remuneration Processing expenses payable Payable on machinery and equipment Others (individually not exceeding 5%) |
Description | Amount 31,445 $ 18,500 14,579 14,012 11,657 79,893 170,086 $ |
Note |
|---|---|---|---|
------ |
- 333 -
CHUN YU WORKS & CO., LTD.
- 334 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF DEFERRED TAX LIABILITIES FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
Information relating to income tax is provided in Note 6(25).
- 335 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
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----- Start of picture text -----
Item Volume (ton) Amount Note
----- End of picture text -----
| Item | Volume(ton) | Amount | Note | |
|---|---|---|---|---|
| Taps | 8,943 | $ | 998,140 | - |
| Annealing wires | 27,512 | 960,056 | - |
|
| Screws | 11,360 | 518,658 | - |
|
| Polished wires | 17,687 | 472,920 | - |
|
| Nuts | 3,934 | 316,562 | - |
|
| Black oxide coating | 4,651 | 99,552 | - |
|
| Steel billet | 1,683 | 29,902 | - |
|
| Processing fees revenue | 17,698 | - |
||
| Others | 1,251 | - |
||
| Total sales revenue | 3,414,739 | |||
| Less: Sales returns | 378 | ( | 11,994) | - |
| Sales discounts and allowances | ( | 20,768) | - |
|
| $ | 3,381,977 |
- 336 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
| Item | Amount | |
|---|---|---|
| Beginning raw materials | $ | 535,330 |
| Add: Raw materials purchased | 1,675,040 | |
| Less: Raw materials sold | ( | 30,036) |
| Ending raw materials | ( | 320,200) |
| Raw materials used during the year | 1,860,134 | |
| Beginning supplies | 193,720 | |
| Add: Supplies purchased | 285,895 | |
| Less: Ending supplies | ( | 183,961) |
| Supplies used during the year | 295,654 | |
| Direct labor | 171,306 | |
| Manufacturing expense | 611,349 | |
| Manufacturing cost | 2,938,443 | |
| Beginning work in progress | 390,862 | |
| Add: Transfers from finished goods | 40,090 | |
| Ending work in progress | ( | 326,598) |
| Cost of finished goods | 3,042,797 | |
| Beginning finished goods | 624,075 | |
| Add: Finished goods purchased | 85,109 | |
| Less: Transfers to work in progress | ( | 40,090) |
| Ending finished goods | ( | 512,838) |
| Production and sales cost | 3,199,053 | |
| Add: Cost of raw materials sold | 30,036 | |
| Cost of goods sold | 3,229,089 | |
| Loss on physicial inventory | 1,868 | |
| Gain on reversal of market value | ( | 3,905) |
| Income from sales of scraps | ( | 20,147) |
| Operating costs | $ | 3,206,905 |
- 337 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF MANUFACTURING OVERHEAD FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
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----- Start of picture text -----
Item Description Amount Note
Utilities expense $ 110,152 -
Processing expense -
110,001
Depreciation charge -
99,781
Indirect labor -
91,176
Fuel expense -
61,932
Repairs and maintenance expense -
43,137
-
Others (each item not exceeding 5%) 95,170
$ 611,349
----- End of picture text -----
- 338 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF SELLING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
| Item Export expense Freight Wages and salaries Other expenses (individually not exceeding 5%) |
Description Amount Note 25,939 $ -23,958 -21,754 -15,437 -87,088 $ |
|---|---|
- 339 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
==> picture [506 x 178] intentionally omitted <==
----- Start of picture text -----
Item Description Amount Note
Wages and salaries $ 53,437 -
Donation expense -
20,356
Directors’ remuneration -
14,250
Advertisement expense -
9,820
Depreciation charge -
7,590
-
Other expenses (individually not exceeding 5%) 38,771
$ 144,224
----- End of picture text -----
- 340 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF OTHER GAINS AND LOSSES FOR THE YEAR ENDED DECEMBER 31, 2023 (Expressed in thousands of New Taiwan dollars)
Information relating to other gains and losses is provided in Note 6(21).
- 341 -
CHUN YU WORKS & CO., LTD.
CHUN YU WORKS & CO., LTD. STATEMENT OF FINANCE COST FOR THE YEAR ENDED DECEMBER 31, 2023
(Expressed in thousands of New Taiwan dollars)
Information relating to finance costs is provided in Note 6(22).
- 342 -
CHUN YU WORKS & CO., LTD.
| Ratio of accumulated Maximum endorsement/ outstanding Outstanding guarantee Provision of Provision of Provision of Relationship Limit on endorsement/ endorsement/ Amount of amount to net Ceiling on endorsements/ endorsements/ endorsements/ with the endorsements/ guarantee guarantee endorsements/ asset value of total amount of guarantees by guarantees by guarantees to endorser/ guarantees amount as of amount at guarantees the endorser/ endorsements/ parent subsidiary to the party in Endorser/ guarantor provided for a December 31, December 31, Actual amount secured with guarantor guarantees company to parent Mainland Number guarantor Company name (Note 1) single party 2023 2023 drawn down collateral company provided subsidiary company China Footnote Party being endorsed/guaranteed |
0 Chun Yu Works & Co., Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. 2 2,566,642 $ 648,500 $ $ 307,050 $ 112,723 $ - 7.18% 3,422,189 $ Y N Y (Note 2) (Note 1) The numbers filled in for the relationship with the Company are as follows: 1. Having business relationship. |
|---|---|
- 343 -
CHUN YU WORKS & CO., LTD.
| General Number of shares Relationship with the ledger account (In thousands of Securities held by Marketable securities securities issuer (Note 1) shares or units) Book value Ownership (%) Fair value Footnote Chun Yu Works & Co., Ltd. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) For the year ended December 31, 2023 Table 2 Expressed in thousands of NTD As of December 31, 2023 |
Chun Yu Works & Co., Ltd. Stocks - Taiwan Styrene Monomer Corporation � 3 11,678 182,761 $ 2.21 182,761 $ - Stocks - Gloria Material Technology Corporation Other related party 3 5,526 269,945 1.04 269,945 - Stocks - King Kong Iron Works, Ltd. � 3 304 772 0.55 772 - Stocks - Ensure Global Co., Ltd. � 2 5,000 127,050 3.16 127,050 - Beneficiary certificates - PGIM USD High Yield Bond Fund-USD � 1 300 2,992 - 2,992 - Chun Bang Precision Co., Ltd. Stocks - The First Insurance Co., Ltd. � 1 10 185 - 185 - Stocks - Taiwan Styrene Monomer Corporation � 3 6,440 100,786 1.22 100,786 - Chun Yu Investment Corp. Stocks - Chun Yu Works & Co., Ltd. The Company (Note 2) 23,430 591,612 7.75 591,612 - Stocks - Taiwan Styrene Monomer Corporation � 3 6,618 103,572 1.25 103,572 - Chun Yu Bio-tech Corp. Stocks - Chun Zu Machinery Industry Co., Ltd. Subsidiary (Note 3) 9 161 0.01 161 - Stocks - Taiwan Styrene Monomer Corporation � 3 1,500 23,475 0.28 23,475 - (Note 1) The code number explanation is as follows: 1. Financial assets at fair value through profit or loss - current. 2. Financial assets at fair value through profit or loss - non-current. 3. Financial assets at fair value through other comprehensive profit or loss- non-current. (Note 2) Information relating to the Company’s stocks is provided in Note 6(14) 'Share capital'. (Note 3) The Company’s stocks held by Chun Yu Bio-tech Corp., shown as ‘Financial assets at fair value through other comprehensive profit or loss- non-current’, were changed to be shown as ‘Investments accounted for using the equity method’ when the group prepared the consolidated financial statements and fully eliminated. |
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CHUN YU WORKS & CO., LTD.
| Percentage of Percentage of Relationship with the Purchases total purchases total notes/accounts Purchaser/seller Counterparty counterparty (sales) Amount (sales) Credit term Unit price Credit term Balance receivable (payable) Footnote Transaction transactions Chun Yu Works & Co., Ltd. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more For the year ended December 31, 2023 Table 3 Expressed in thousands of NTD Differences in transaction terms compared to third party Notes/accounts receivable (payable) |
Chun Yu Works & Co., Ltd. Ofco Industrial Corporation Other related party (Sales) 443,870) ($ ( 13%) 1 month - 3 ~ 5 months $ 92,683 ��� - Chun Yu (Dongguan) Metal Products Co., Ltd. Shanghai Uchee Hardware Products Ltd. Subsidiary (Sales) ( 246,460) ( 19%) 3 months - (Note 1) - - - Shanghai Uchee Hardware Products Ltd. Subsidiary Purchases 175,792 18% 3 months - (Note 2) - - - Shanghai Uchee Hardware Products Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. Subsidiary (Sales) ( 175,792) ( 23%) 3 months - (Note 1) - - - Chun Yu (Dongguan) Metal Products Co., Ltd. Subsidiary Purchases 246,460 38% 3 months - (Note 2) - - - (Note 1) The credit terms to third parties are 1 ~ 3 months after the sale. (Note 2) The payment terms to third parties are 3 ~ 6 months after the acceptance. (Note 3) Foreign currencies are translated into New Taiwan Dollars using the following exchanges: Ending balance of receivable and payable are translated using the exchange rates as of report date (USD:NTD 1:30.7050, RMB:NTD 1:4.3355), and the transactions amounts are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD:NTD 1:31.1773, RMB:NTD 1:4.4272). |
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CHUN YU WORKS & CO., LTD.
| Expressed in thousands of NTD | Percentage of | consolidated total | operating revenue or | total assets (Note 4) | 1% | - | 3% | 1% | - | - | - | - | - | - | 1% | - | - | 3% | - | 2% | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction terms | 4 months | - | - | 3 months | - | 3 months | 3 months | 3 months | 3 months | - | (Note 5) | - | - | 3 months | - | 3 months | |||||||||||||||||||||||||
| Chun Yu Works & Co., Ltd. | Significant inter-company transactions during the reporting period | For the year ended December 31, 2023 | Table 4 | Transaction | Number Relationship |
General ledger account Amount (Note 2) Company name Counterparty (Note 3) |
0 Chun Yu Works & Co., Ltd. Chun Yu Works (USA) Inc. 1 Sales 77,713 $ |
1 Accounts receivable 25,666 |
Chun Yu (Dongguan) Metal Products Co., Ltd. 1 Provision of endorsements and guarantees 307,050 |
1 Chun Bang Precision Co., Ltd. Chun Yu Works & Co., Ltd. 2 Sales 75,709 |
2 Accounts receivable 12,534 |
Pt Moon Lion Industries Indonesia 3 Sales 13,595 |
Chun Zu Machinery Industry Co., Ltd. 3 Sales 11,311 |
2 Chun Zu Machinery Industry Co., Ltd. Chun Yu Works & Co., Ltd. 2 Sales 12,747 |
Chun Yu (Dongguan) Metal Products Co., Ltd. 3 Sales 15,995 |
Shanghai Chun Zu Machinery Industry Ltd. 3 Other receivables 25,966 |
3 Shanghai Chun Zu Machinery Industry Ltd. Chun Zu Machinery Industry Co., Ltd. 3 Sales 44,011 |
3 Accounts receivable 12,176 |
4 Chun Yu (Dongguan) Metal Products Co., Ltd. Scholar Holdings Ltd. 3 Other receivables 18,594 |
Shanghai Uchee Hardware Products Ltd. 3 Sales 246,460 |
3 Other receivables 34,624 |
5 Shanghai Uchee Hardware Products Ltd. Chun Yu (Dongguan) Metal Products Co., Ltd. 3 Sales 175,702 |
(Note 1) Intercompany transactions between the parent company and its subsidiaries or between subsidiaries are not disclosed repetitively since the circumstances and amounts of each transaction is the same on each side. | In addition, the disclosure threshold for significant intercompany transactions is $10 million and the transactions are disclosed in asset and income aspects . | (Note 2) The transaction information of the Company and the consolidated subsidiaries should be noted in column "Number". The number means: | 1. Number 0 presents the Company. | 2. The consolidated subsidiaries are in order from number 1. | (Note 3) The relationships among the transation parties are as follows: | 1. The Company to the consolidated subsidiary. | 2. The consolidated subsidiary to the Company. | 3. The consolidated subsidiary to another consolidated subsidiary. | (Note 4) The percentage of transaction amount over consolidated total revenues or total assets is as follows: Assets and liabilities are calculated using the ending balance over the consolidated total assets at period end; Sales is | calculated using the amount of the period over the consolidated total revenue of the period. | (Note 5) The sales of machinery and equipment are handled in accordance with the conditions stipulated in the contract, and some are sold by installments, with a period of 1 to 2 years; spare parts are 3 to 4 months. | (Note 6) For the amounts denominated in foreign currencies, the balances of notes/accounts receivable (payable) are translated into New Taiwan dollars at the exchange rate (USD 1 : NTD 30.7050; RMB 1 : NTD 4.3355) | prevailing at the financial reporting date, and the transactions amounts are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD 1 : NTD 31.1773; RMB 1 : NTD 4.4272). |
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CHUN YU WORKS & CO., LTD.
| Net profit (loss) Investment income (loss) Balance as at Balance as at of the investee for the recognised by the Company Main business December 31, December 31, year ended for the year ended Investor Investee Location activities December 31, 2023 December 31, 2022 Number of shares Ownership (%) Book value December 31, 2023 December 31, 2023 Footnote Initial investment amount Shares held as at December 31, 2023 Chun Yu Works & Co., Ltd. Information on investees For the year ended December 31, 2023 Table 5 |
Chun Yu Works & Co., Ltd. Chun Bang Precision Co., Ltd. Taiwan Manufacture and trade of moulds 125,344 $ 125,344 $ 15,000,000 100.00 205,039 $ 5,640 $ 10,332 $ A subsidiary Chun Yu Works (U.S.A.) Inc. U.S.A. Import and export of hardware products 114,728 114,728 3,800,000 100.00 411,301 47,137 48,472 A subsidiary Chun Yu Investment Corporation Taiwan Professional investment 267,652 267,652 74,888,032 100.00 140,080 53,940 1,222 A subsidiary Chun Yu Bio-tech Corporation Taiwan Powder metallurgy 90,260 90,260 10,000,000 100.00 108,888 14,334) ( 14,455) ( A subsidiary Scholar Holdings Ltd. Virgin Islands Reinvestment and import and export trade 2,581,891 2,581,891 33,183,211 100.00 993,195 9,523) ( 9,067) ( A subsidiary Sunny City International Ltd Samoa Reinvestment and import and export trade 84,824 84,824 1,000,000 100.00 251,936 28,702 28,702 A subsidiary Pt Moon Lion Industries Indonesia Indonesia Manufacture and trade of screws and nuts 154,760 154,760 14,370,000 71.85 726,961 245,288 176,239 A subsidiary Chun Zu Machinery Industry Co., Ltd. Taiwan Manufacture and trade of machinery 52,597 52,597 28,821,939 47.81 472,141 74,265 34,824 A subsidiary Chun Zu Machinery Industry Co., Ltd. Lion City Management Ltd. Virgin Islands Professional investment 61,420 61,420 - 100.00 519,318 53,665 - A subsidiary (Note 1) (Note 1) According to the related regulations, it is not required to disclose income (loss) recognized by the Company. (Note 2) Foreign currencies are translated into New Taiwan Dollars using the following exchanges: Ending balance of receivable and payable are translated using the exchange rates as of report date (USD:NTD 1:30.7050, RMB:NTD 1:4.3355), and the transactions amounts are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD:NTD 1:31.1773, RMB:NTD 1:4.4272). |
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CHUN YU WORKS & CO., LTD.
| Accumulated Accumulated Accumulated amount amount of amount Ownership Investment income of investment remittance from of remittance held by (loss) recognised Book value of income Taiwan to from Taiwan to Net income of the by the Company investments in remitted back to Investee in Main business Investment Mainland China as of January 1, Remitted to Mainland Remitted back Mainland China as of December 31, investee for the year ended Company (direct or for the year ended December Mainland China as of December 31, Taiwan as of December 31, Mainland China activities Paid-in capital method 2023 China to Taiwan 2023 December 31, 2023 indirect) 31, 2023 2023 2023 Footnote ended December 31, 2023 Amount remitted back to Taiwan for the year Chun Yu Works & Co., Ltd. Information on investments in Mainland China For the year ended December 31, 2023 Table 6 Expressed in thousands of NTD Amount remitted from Taiwan to Mainland China/ |
Chun Yu (Dongguan) Metal Products Co., Ltd. Manufacture and trade of screws and nuts $ 1,979,889 (Note 1) (Note 3) 1,479,766 $ - $ - $ 1,479,766 $ 9,404) ($ 100% 9,404) ($ 1,022,515 $ - $ (Note 9) Shanghai Uchee Hardware Products Ltd. Trade of screws and nuts 30,705 (Note 4) 30,705 - - 30,705 28,762 100% 25,762 250,195 79,587 (Note 7) (Note 9) Chunyu Group Shanghai Tongsheng Trade Co., Ltd. Trade of screws and nuts 8,169 (Note 5) - - - - 86 100% 86 3,818) ( - (Note 9) Shanghai Chun Zu Machinery Industry Ltd. Manufacture and trade of machinery 260,993 (Note 2) (Note 6) 61,410 - - 61,410 51,700 47.82% 24,723 244,749 499,652 (Note 8) (Note 10) Accumulated Investment amount of amount approved Ceiling on remittance by the investments in from Taiwan Investment Mainland China to Mainland Commission of imposed by the China the Ministry of Investment as of December 31, Economic Commission of Company name 2023 Affairs (MOEA) MOEA (Note 10) Chun Yu Works & Co., Ltd. $ 1,735,232 $ 1,735,232 $ 3,047,452 Chun Zu Machinery Industry Co., Ltd. 61,420 199,583 638,246 (Note 1) The investment in Chun Yu (Dongguan) Metal Products Co., Ltd. amounted to US$64,481 thousand, consisting of US$48,193 thousand that has been reported to the Investment Commission and US$16,289 thousand from an investment loan from Scholar Holdings Ltd. (Note 2) The paid-in capital of Shanghai Chun Zu Machinery Industry Ltd. amounted to UD$8,500 thousand, consisting of UD$4,000 thousand from remittance from Chun Zu Machinery Industry Co., Ltd. through its subsidiary, Lion City Management Ltd. and US$4,500 thousand from capitalisation of retained earnings of Shanghai Chun Zu Machinery Industry Ltd., which were reported to the Investment Commission. In addition, proceeds from capital reduction of Lion City Management Ltd. in 2008 amounting to US$2,000 thousand were reported to the Investment Commission. (Note 3) Indirect investment in PRC through the existing company (Scholar Holdings Ltd.) located in the third area. (Note 4) Indirect investment in PRC through the existing company (Sunny City International Ltd.) located in the third area. (Note 5) Indirect investment in PRC through the existing company (Shanghai Uchee Hardware Products Ltd.) located in PRC. (Note 6) Indirect investment in PRC through the existing company (Lion City Management Ltd.) located in the third area. (Note 7) It is the cash dividends totaling US$2,592 thousand distributed by Shanghai Uchee Hardware Products Ltd. to Sunny City International Ltd., which then remitted to the Company and Chun Bang Precision Co., Ltd. (Note 8) It is the cash dividends amounting to US$34,029 thousand distributed by Shanghai Chun Zu Machinery Industry Ltd. to Lion City Management Ltd., which then remitted to Chun Zu Machinery Industry Co., Ltd. (Note 9) Investment gains or losses were recognised based on audited financial statements. (Note 10) The ceiling is calculated based on the 60% of the investor’s net assets or consolidated net assets (whichever is higher). (Note 11) For the amounts denominated in foreign currencies, the paid-in capital, amount of remittance from Taiwan and book value as of December 31, 2023 are translated into New Taiwan dollars at the exchange rate (USD 1 : NTD 30.7050; RMB 1 : NTD 4.3355) prevailing at the financial reporting date, and the net profit (loss) of the investee and investment income (loss) recognised by the Group for the year ended December 31, 2023 are translated into New Taiwan dollars at the average exchange rate for the year ended December 31, 2023 (USD 1 : NTD 31.1773; RMB 1 : NTD 4.4272). |
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CHUN YU WORKS & CO., LTD.
| Unit: shares Name of major shareholders Number of shares held Ownership (%) Table 7 Shares Chun Yu Works & Co., Ltd. Major shareholders information December 31, 2023 |
Bai Jia Yuan Investment Co., Ltd. 84,219,450 27.87% Jin Jhih Fu Assets Management Co., Ltd. 28,491,850 9.43% Chun Yu Investment Co., Ltd. 23,430,172 7.75% (Note) The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may be different from the actual number of shares issued in dematerialised form due to the different calculation basis. |
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CHUN YU WORKS & CO., LTD.
Chairperson Chen, Chi-Tai